Common use of Employees Clause in Contracts

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcontract with its corporate officers, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company Borrower nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's Borrower’s knowledge, threatened with respect to the Company Borrower or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company Borrower nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Borrower’s knowledge, no employee of the Company Borrower or any of its Subsidiaries, nor any consultant with whom the Company Borrower or any of its Subsidiaries has contracted, is in violation of any material term of any employment contract, proprietary information agreement contract or any other agreement contract relating to the right of any such individual to be employed by, or to contract with, the Company Borrower or any of its Subsidiaries because of the nature of the business or to be conducted by the Company or receive any of its Subsidiariesbenefits; and and, to the Company's knowledge Borrower’s knowledge, the continued employment by the Company Borrower or any of its Subsidiaries of its present employees, and the performance of the Company's Borrower’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Borrower or any of its Subsidiaries, no employee of the Company Borrower or any of its Subsidiaries has been granted the right to continued employment by the Company Borrower or any of its Subsidiaries or to any material compensation following termination of employment with the Company Borrower or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company The Borrower is not aware that any officer, director, manager, partner, key employee or group of employees intends to terminate his, her or their employment with the Company Borrower or any of its Subsidiaries, nor does the Company Borrower or any of its Subsidiaries have a present intention to terminate any of the employment of any officer, key employee or group of employeessame.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.143.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.143.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.143.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, and the Company's CEO, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Securities Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, : no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any material employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither To the Company’s knowledge, no employee of the Company nor or any of its Subsidiaries is aware that any of its employees is obligated under any material contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither To the Company’s knowledge, neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment or severance agreement with the Company or any of its Subsidiaries and any rights that may be available under applicable law, and except for the general severance policies of the Company and its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, to the Company is not aware that any knowledge of the Company, no officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere in any material respect with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its SubsidiariesSubsidiary, nor any consultant with whom the Company or any of its Subsidiaries Subsidiary has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company (or any of its Subsidiaries Subsidiary) because of the nature of the business to be conducted by the Company (or any of its SubsidiariesSubsidiary); and to the Company's ’s knowledge the continued employment by the Company or any (and its Subsidiaries) of its Subsidiaries of its their respective present employees, and the performance of the Company's ’s (and its Subsidiaries' ’) contracts with its independent contractors, will not result in any such violation. Neither the The Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesas set forth on Schedule 3.1(ee), no employee of the Company or any of its Subsidiaries Subsidiary has been granted the right to continued employment by the Company (or any of its Subsidiaries Subsidiary) or to any material compensation following termination of employment with the Company (or any of its SubsidiariesSubsidiary). Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company (or any of its Subsidiaries, Subsidiary) nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee No Employees of the Company or any of its Subsidiaries, Subsidiaries are represented by any labor union nor are any consultant collective bargaining agreements otherwise in effect with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating respect to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesEmployees, and the performance no labor organization or group of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee Employees of the Company or any of its Subsidiaries has been granted made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the right Knowledge of the Company, threatened to continued employment by be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. There are no organizing activities, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries and their respective employees. The Company and its Subsidiaries believe that their relations with their employees are good. As of the date hereof, no executive officer (as defined in Rule 501(f) promulgated under the Securities Act) of the Company or any of its Subsidiaries has notified the Company or any of its Subsidiaries that such officer intends to leave the Company or any of its Subsidiaries or to any material compensation following termination of otherwise terminate such officer’s employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14To the Knowledge of the Company, the Company is not aware that any officer, key employee or group no executive officer of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention is in violation of any material term of any employment Contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other Contract or any restrictive covenant, and to terminate the Knowledge of the Company, the continued employment of each such executive officer does not subject the Company or any officerof its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988, key employee California Labor Code section 1400 et seq., and any other similar applicable foreign, state, or group local Laws relating to facility closings and layoffs. All independent contractors of employeesthe Company are properly classified under applicable state and federal Law, and the Company is in compliance with California Labor Code 226.8.

Employees. Section 3.10(a) of the Company Disclosure Schedule sets forth the name and current rate of compensation of the employees of the Company and its Subsidiaries (“Employees”) as of August 15, 2009 as well as sets forth if each of the Employees is subject to an employment agreement, non-competition agreement and/or non-solicitation agreements in favor of the Company or Subsidiaries. There are no accrued and unpaid vacation and sick pay for any Employees except for the accruals set forth on Section 3.10(a) of the Company Disclosure Schedule. The Company has made available to the Parent a copy of each employment, consulting or independent contractor agreement, confidentiality/assignment of inventions agreement and/or non-competition agreement entered into with an employee or service provider of the Company and Subsidiaries. Except as set forth on Schedule 4.14, neither Section 3.09 of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orDisclosure Schedule, to the Company's knowledge, threatened with respect to the Company or any Knowledge of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, Subsidiary is in violation of any term of any employment contractpatent disclosure agreement, proprietary information non-competition agreement or any other agreement restrictive covenant (i) to the Company or any Subsidiary, or (ii) to a former employer relating to the right of any such individual employee to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or the Subsidiaries or the use of trade secrets or proprietary information of others. The Company is not a party to or bound by any of its Subsidiaries; and collective bargaining agreement or any other agreement with a labor union, and, to the Company's knowledge ’s knowledge, there has been no effort by any labor union during the continued employment by 36 months prior to the date hereof to organize any employees of the Company into one or more collective bargaining units. There is no pending or, to the Company’s knowledge, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts which may interfere with its independent contractors, will not result in any such violationcontinued operations. Neither the Company nor any of its Subsidiaries agent, representative or employee thereof has within the last 36 months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is aware that no pending or, to the Company’s knowledge, threatened charge or complaint against the Company by or with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage or threat thereof involving any of its the employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any during the 36 months prior to the date hereof. The Company has complied in all material respects with applicable Laws, rules and regulations relating to employment (including all employee verification requirements under immigration laws, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of its Subsidiaries has been granted 1964, the right to continued employment Fair Labor Standards Act, the Family Medical Leave Act, COBRA and the Americans with Disabilities Act, as amended. To the Company’s Knowledge, each service provider classified by the Company or a Subsidiary as an independent contractor satisfies and has satisfied the requirements of any of its Subsidiaries or applicable law to any material compensation following termination of employment with be so classified, and the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its and Subsidiaries have a present intention fully and accurately reported such independent contractors’ compensation on IRS Forms 1099 when required to terminate the employment of any officer, key employee or group of employeesdo so.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.14 or as disclosed in any Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.14 or as disclosed in any Exchange Act Filings, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither 2.10 of the Disclosure Schedule describes how many full-time employees and part-time employees the Company and each of the Subsidiaries employs. The Company and the Subsidiaries have complied with all applicable laws related to employment. Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended), deferred compensation arrangementagreement, severance agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan agreement or arrangement with any collective bargaining agent. No employees of the Company or the Subsidiaries are represented by any labor union or covered by any collective bargaining agreement. There is no pending or, to the Company’s knowledge, threatened labor dispute involving the Company or the Subsidiaries and any employee or group of its employees. To the Company's ’s knowledge, no officer, key employee or group of employees intend to terminate his, her or their employment with the Company or the Subsidiaries nor does the Company or the Subsidiaries have a present intent to terminate the employment of any officer, key employee or group of employees. No employee of the Company or the Subsidiaries has been granted the right to continued employment by the Company or the Subsidiaries or to any material compensation following termination of employment with the Company or the Subsidiaries. To the Company’s knowledge, no employee of the Company or any of its the Subsidiaries, nor any consultant with whom the Company or any of its the Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and and, to the Company's knowledge ’s knowledge, the continued employment by the Company or any of its the Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective Each former employee of the Company or the Subsidiaries whose employment was terminated by the Company or the Subsidiaries has entered into an agreement with the Company or the Subsidiaries providing for the full release of any claims against the Company or the Subsidiaries or any related party arising out of such employment. The Company is not delinquent in payments to any of its Subsidiariesemployees, no employee consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesforegoing.

Employees. Except as set forth on Schedule 4.14SCHEDULE 12(N), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SCHEDULE 12(N), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.14SCHEDULE 12(N), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries (that is not an Inactive Subsidiary) has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its such Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its such Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its such Subsidiaries, nor any consultant with whom the Company or any of its such Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its such Subsidiaries because of the nature of the business to be conducted by the Company or any of its such Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its and such Subsidiaries of its their present employees, and the performance of the Company's ’s and its such Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its such Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its such Subsidiaries. Neither the Company nor any of its such Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its such Subsidiaries, no employee of the Company or any of its such Subsidiaries has been granted the right to continued employment by the Company or any of its such Subsidiaries or to any material compensation following termination of employment with the Company or any of its such Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its such Subsidiaries, nor does the Company or any of its such Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement for its executive officers. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in material violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesSubsidiaries or as may be implied by law, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's or any Eligible Subsidiary's knowledge, threatened with respect to the Company or any of its Subsidiariessuch Subsidiary. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's and each Eligible Subsidiary's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's and each Eligible Subsidiary's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Eligible Subsidiary is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries No Borrower has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's each Borrower’s knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company nor any of its Subsidiaries no Borrower is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's each Borrower’s knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries a Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries a Borrower because of the nature of the business to be conducted by the Company or any of its Subsidiariesborrower; and to the Company's each Borrower’s knowledge the continued employment by the Company or any Borrower of its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' Borrowers’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries No Borrower is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesBorrowers. Neither the Company nor any of its Subsidiaries No Borrower has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesa Borrower, no employee of the Company or any of its Subsidiaries Borrowers has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariesa Borrower. Except as set forth on Schedule 4.14, the Company is The Borrowers are not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' ’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the The Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesCompany, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its SubsidiariesCompany. Except as set forth on Schedule 4.14, None of the Company nor its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesCompany, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except (a) Schedule 4.15 contains a list setting forth, (i) the name and current annual salary and other compensation payable by Seller to each manager, employee, officer, independent contractor, agent or consultant of Seller employed or engaged in connection with the Business (an "Employee"); (ii) the profit sharing, bonus or other form of additional compensation paid or payable by Seller to or for the benefit of each such person for the current fiscal year; and (iii) any and all loans outstanding from Seller to any Employee. There are no oral or written contracts, agreements or arrangements relating to compensation or performance awards or obligating Seller to increase the compensation or benefits presently being paid or hereafter payable to any of its employees or other persons. There is not due or owing, and there will not be due and owing at the Closing, to any of Seller's Employees, any sick pay, severance pay (whether arising out of the termination of an Employee of Seller prior to or subsequent to the Closing), compensable time or pay, including but not limited to, salary, commission and bonuses, personal time or pay or vacation time or vacation pay attributable to service rendered on or prior to the Closing Date, other than set forth on Schedule 4.15. There is not now, and there will not be as of the Closing Date, any liability of, or claims against, Seller (including, without limitation, workers' compensation claims and claims or suits for contribution to, or indemnification of, third parties, occupational health and safety, environmental, consumer protection or equal employment matters) for injury, sickness, disease, discrimination, death or termination of employment of any Employee or other employment matter (including, without limitation, any Employee or former Employee or any contractor or subcontractor of Seller or any agent or distributor of Seller), to the extent attributable to an event occurring or a state of facts existing prior to the Closing other than as set forth on Schedule 4.144.15; it being understood and agreed that Seller shall remain liable for, neither the Company nor and indemnify and hold harmless Buyer and Probex against, any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending orand all claims, to the Company's knowledgeliabilities, threatened with respect to the Company damages, losses, costs or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14expenses, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contractnature whatsoever, proprietary information agreement incurred by Seller, or any other agreement resulting from or relating to the right any Employees (whether hourly or salaried) of any such individual to be employed bySeller, or to contract withincluding, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesbut not limited to, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as those set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees4.15.

Employees. Except as set forth on Schedule 4.1412(n) or in any of the Parent's SEC Reports or Exchange Act Filings, neither the Company it nor any of its Subsidiaries has have any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Parent's SEC Reports or Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement which, in any such case, provides for compensation in excess of $75,000 in any calendar year. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees. With respect to any Canadian Pension Plan: (i) the Canadian Pension Plans are duly registered under all applicable Federal and Provincial pension benefits legislation, (ii) all statutory obligations of Company or any Eligible Subsidiary required to be performed in connection with the Canadian Pension Plans or the funding agreements therefor have been performed in a timely fashion and there are no outstanding disputes concerning the assets held pursuant to any such funding agreement, (iii) all contributions or premiums required to be made by Company or any Eligible Subsidiary to the Canadian Pension Plans have been made in a timely fashion in accordance with the terms of the Canadian Pension Plans and applicable laws and regulations, (iv) all employee contributions to the Canadian Pension Plans required to be made by way of authorized payroll deduction have been properly withheld by Company or any Eligible Subsidiary and fully paid into the Canadian Pension Plans in a timely fashion, (v) all reports and disclosures relating to the Canadian Pension Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion, (vi) there have been no improper withdrawals, or applications of, the assets of any of the Pension Plans, (vii) no amount is owing by any of the Canadian Pension Plans under the Income Tax Act (Canada) or any provincial taxation statute, (viii) the Canadian Pension Plans are fully funded in accordance with applicable law both on an ongoing basis and on a solvency basis (using actuarial assumptions and methods which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with generally accepted actuarial principles), and (ix) none of the Canadian Pension Plans is the subject of an investigation, proceeding, action or claim and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such proceeding, action or claim. Company and each Eligible Subsidiary shall (i) cause the Canadian Pension Plans to be administered in accordance with the requirements of the applicable pension plan texts, funding agreements, the Income Tax Act (Canada) and applicable provincial pension benefits legislation, (ii) deliver to Laurus an undertaking of the funding agent for such Canadian Pension Plan stating that the funding agent will notify Laurus within seven (7) days of the failure of Company or any Eligible Subsidiary to make any required contribution to each Canadian Pension Plan, (iii) not accept payment of any amount from any Canadian Pension Plan (other than amounts on account of expenses reasonably incurred in connection with the operations of such Canadian Pension Plan) without the prior written consent of Laurus, (iv) not terminate, or cause to be terminated, any Canadian Pension Plan, if such plan would have a solvency deficiency on termination, (v) shall promptly provide Laurus with any documentation relating to the Canadian Pension Plans as Laurus may reasonably request, and (vi) shall promptly notify Laurus of (A) a material increase in the liabilities of any Canadian Pension Plan, (B) the establishment of a new registered pension plan or (C) the commencement of payments of contributions to any Canadian Pension Plan to which Company or any Eligible Subsidiary had not previously been paying or contributing.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14SCHEDULE 12(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SCHEDULE 12(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.14SCHEDULE 12(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither To the knowledge of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of and its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge of the Company and each of its Subsidiaries the continued employment by the Company or any and each of its Subsidiaries of its their present employees, and the performance of the Company's contracts of the Company and each of its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither violation except for such violations which, individually or in the Company nor any aggregate, would not reasonably be expected to materially and adversely affect the assets, properties, financial condition, operating results or business of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesSubsidiaries (as such business is presently conducted and as it is proposed to be conducted). Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with as set forth in Section 2.29 of the Company or any Schedule of its SubsidiariesExceptions, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company. Neither the Company or nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Subsidiaries is not aware that any officer, officer or key employee or group of employees intends to terminate his, his or her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, officer or key employee or group of employeesemployee.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcontract with any executive officer, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or retirement agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, ’ employees is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Eligible Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Eligible Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Eligible Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Eligible Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Eligible Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Eligible Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Eligible Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Eligible Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Eligible Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Eligible Subsidiaries is aware that any of its or any of its Eligible Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Eligible Subsidiaries. Neither the Company it nor any of its Eligible Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Eligible Subsidiaries, no employee none of the Company its or any of its Subsidiaries Eligible Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Eligible Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Eligible Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Eligible Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Eligible Subsidiaries, as applicable, nor does the Company it or any of its Eligible Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There To the Company's knowledge, there is no labor union organizing activity pending or, to the Company's knowledge, or threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and and, to the Company's knowledge knowledge, the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its their independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither To the Company nor any best of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees Subsidiary is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere conflict with their duties such employee's obligation to use his best efforts to promote the interests of the Company or any Subsidiary or that would conflict with the Company's business as conducted or as proposed to be conducted. Neither the execution nor delivery of its Subsidiariesthis Agreement, nor the carrying on of the Company's business by the employees of the Company or any Subsidiary, nor the conduct of the Company's business as currently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. To the best of the Company's knowledge, no employee or consultant of the Company or any Subsidiary is in violation of any term of any employment contract, proprietary information and inventions agreement, noncompetition agreement or any other contract or agreement relating to the relationship of any such employee or consultant with the Company or any previous employer. To the best of the Company's knowledge, no officer of the Company or any Subsidiary nor any Key Employee (as hereinafter defined) of the Company or any Subsidiary, the termination of whose employment, either individually or in the aggregate, would have a Material Adverse Effect, has any intention of terminating his or her employment with the Company. Neither the Company nor any Subsidiary has any collective bargaining agreements with any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement and there is no labor-union-organizing activity pending or to the best of the Company's knowledge threatened with respect to the Company or any Subsidiary. For purposes of its Subsidiariesthis Agreement, no employee "Key Employee" means and includes each officer of the Company or any Subsidiary and each employee who contributes to the invention, design or authorship of its Subsidiaries has been granted the right to continued employment by the Company's Intellectual Property. The Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of and its Subsidiaries have a present intention complied in all material respects with all applicable laws relating to terminate the employment of any officerlabor, key employee or group including provisions relating to wage, hours, ERISA, equal opportunity, collective bargaining and the payment of employeessocial security and other taxes.

Employees. Except as set forth disclosed on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or2.13, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeCorporation’s Knowledge, no employee of the Company or any of its Subsidiariesofficer of, nor any consultant with whom to, the Company Corporation or any of its Subsidiaries has contracted, Corporation Subsidiary is in violation of any term of any employment or consulting contract, proprietary information patent disclosure agreement or any other contract or agreement relating to the right relationship of any such individual to be employed by, employee or to contract with, consultant with the Company Corporation or any of its Subsidiaries Corporation Subsidiary or any other party because of the nature of the business conducted or proposed to be conducted by the Company Corporation or any Corporation Subsidiary. Each employee and officer of the Corporation and each Corporation Subsidiary has executed the Corporation’s standard employee proprietary information and invention assignment agreement and each current and former consultant to the Corporation or any Corporation Subsidiary has executed a written agreement with the Corporation or such Corporation Subsidiary containing invention assignment and confidentiality provisions in the Corporation’s customary form. To the Corporation’s Knowledge, none of its Subsidiaries; or any Corporation Subsidiary’s employees, officers or consultants are in violation of such agreements, and no current or former officer, employee or consultant has excluded works or inventions made prior to his or her relationship with the Corporation or any Corporation Subsidiary that are relevant to the Company's knowledge business of the continued employment by the Company Corporation or any Corporation Subsidiary as conducted or as proposed to be conducted. To the Corporation’s Knowledge, none of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in or any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its Corporation Subsidiary’s employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the Company interests of the Corporation and the Corporation Subsidiaries or that would conflict with the Corporation’s or the Corporation Subsidiaries’ business as conducted or as proposed to be conducted. Except as disclosed in Schedule 2.13, the Corporation does not believe it is or will be necessary to utilize any inventions of any of its Subsidiaries. Neither or any Corporation Subsidiary’s employees (or prospective employees) or consultants made prior to their employment by the Company nor Corporation or any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have Corporation Subsidiary or prior to entering into a current effective employment consulting agreement with the Company Corporation or any Corporation Subsidiary, as applicable. Except as disclosed in Schedule 2.13, the employment of its Subsidiaries, no each officer and employee of the Company Corporation and any Corporation Subsidiary is terminable at the will of the Corporation or the applicable Corporation Subsidiary without liability for any of its Subsidiaries has been granted severance payments upon termination. To the right to continued employment by the Company Corporation’s Knowledge there is no impending resignation or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.employees of the Corporation or any Corporation Subsidiary. The Corporation and each Corporation

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries (that is not an Inactive Subsidiary) has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.14 or other Schedules to this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no existing employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act NY481079.3 20389110047 04/11/2006 :ap 10 Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement agreements with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its their respective employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings or on Schedule 4.14SEC Reports, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their respective present employees, and the performance of the Company's ’s and each of its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with as set forth in the Company or any of its SubsidiariesSEC Reports, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, Neither the Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its key employees. There is no labor labour union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ key employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present key employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ key employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for key employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ key employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule SCHEDULE 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no The Company has not been notified of any labor union organizing activity pending or, to the Company's knowledge, or threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule SCHEDULE 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule SCHEDULE 4.14, the Company is has not aware that been notified of any officer, key employee or group of employees who intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set (a) Set forth on Schedule 4.14, neither 2.14 of the Company nor any Disclosure Schedules is: (i) the name, title, date of its Subsidiaries has any collective bargaining agreements with any hire, job description, salary and total annual compensation of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no each current employee of the Company or any Subsidiary, including, without limitation, any employee not actively at work due to leave of its Subsidiariesabsence, nor any consultant disability leave, military leave or layoff with whom the Company or any of its Subsidiaries has contractedrecall rights (hereinafter referred to as, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract withcollectively, the “Company Employees”); and (ii) all sales agents, sales representatives, dealers and distributors, including any former sales agents, their successors and assigns, currently entitled to receive any outstanding commissions, independent contractors, consultants and staffing agency workers (hereinafter referred to as the “Company Agents”), retained or any of its Subsidiaries because of the nature of the business to be conducted utilized by the Company or any Subsidiary and the basis on which each is compensated, together with a list of its Subsidiaries; all agreements (written and to the Company's knowledge the continued employment by oral) between the Company or any of its Subsidiaries of its present employees, Subsidiary and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the all Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties Agents to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have extent not a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its SubsidiariesMaterial Contract. Except as set forth on Schedule 4.14, 2.14 of the Company is not aware that any officerDisclosure Schedules or as executed pursuant to Section 5.9 hereof, key employee or group of employees intends to terminate his, her or their employment with there are no agreements between the Company or any Subsidiary and any Company Employees or any former Company or Subsidiary employee with regard to compensation or severance, including any agreement with regard to salary, wages, bonus, commission, change-of-control, pension, option, retirement or profit-sharing, whether individually or collectively. Neither the Company nor any Subsidiary has granted exclusive rights to any Company Agent and, except as set forth on Schedule 2.14 of its Subsidiariesthe Company Disclosure Schedules, nor does there are no agreements between the Company and any Company Agent not terminable by the Company or any Subsidiary on less than thirty (30) days’ notice without penalty. Neither the Company nor any Subsidiary is a party to any union or other collective bargaining agreement and, to the knowledge of its Subsidiaries have a present intention the Company, no attempt by any labor union, collective bargaining entity or any current or former Company Employee has been made or threatened during the last three years or to terminate organize any of the employment Company Employees or, to the Company’s knowledge, Company Agents. There is no strike, lockout, slow down or work stoppage pending or, to the knowledge of the Company, threatened against the Company or any officer, key employee or group of employeesSubsidiary.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Eligible Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Eligible Subsidiaries, nor any consultant with whom the Company or any of its Eligible Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Eligible Subsidiaries because of the nature of the business to be conducted by the Company or any of its Eligible Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Eligible Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Eligible Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Eligible Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Eligible Subsidiaries. Neither the Company nor any of its Eligible Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Eligible Subsidiaries, no employee of the Company or any of its Eligible Subsidiaries has been granted the right to continued employment by the Company or any of its Eligible Subsidiaries or to any material compensation following termination of employment with the Company or any of its Eligible Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Eligible Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Eligible Subsidiaries, nor does the Company or any of its Eligible Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, or in any Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any material term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the operations of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Securities Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, : no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any material employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither To the Company's knowledge, no employee of the Company nor or any of its Subsidiaries is aware that any of its employees is obligated under any material contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither To the Company's knowledge, neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment or severance agreement with the Company or any of its Subsidiaries and any rights that may be available under applicable law, and except for the general severance policies of the Company and its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, to the Company is not aware that any knowledge of the Company, no officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14in Section 4.9(a) of the Disclosure Letter, neither there are no, and in the Company nor past two (2) years there have been no, pending, or to the Company’s Knowledge, threatened controversies, grievances, charges, lawsuits or claims by any employee or former employee of any of its Subsidiaries has the Acquired Companies with respect to his or her employment, termination of employment or any employee benefits. Except as set forth in Section 4.9(b) of the Disclosure Letter, none of the Acquired Companies is a party to any collective bargaining agreements agreement or presently negotiating any collective bargaining agreement nor is there pending or underway any union organizational activities or proceedings with respect to employees of any of its employeesthe Acquired Companies, and, to the Company’s Knowledge, there have not been any union organizational activities or proceedings within the past three (3) years. There Except as set forth in Section 4.9(c) of the Disclosure Letter, there is no labor union organizing activity strike, slowdown, lockout or stoppage pending or, to the Company's knowledge’s Knowledge, threatened with respect to the Company or against any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its SubsidiariesAcquired Companies, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of there been any such individual to be employed by, or to contract with, action within the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract past three (including licenses, covenants or commitments of any nature3) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiariesyears. Except as set forth on Schedule 4.14in Section 4.9(d) of the Disclosure Letter, the Company is Acquired Companies are in material compliance with all applicable Laws relating to employment, employment practices, employment eligibility, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, including but not aware that limited to any officerobligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, key employee or group the proper classification of employees intends as exempt or non-exempt from overtime pay requirements, the provision of required meal and rest breaks, and the proper classification of individuals as contractors or employees and are not liable for any arrears of wages, taxes or penalties for failure to terminate his, her or their employment comply with the Company or any of its Subsidiariesthe foregoing. None of the Acquired Companies is a party to, nor does or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices, and there are no investigations, audits or similar proceedings against the any Acquired Company alleging breach or any of its Subsidiaries have a present intention to terminate the employment violation of any officer, key employee labor or group of employeesemployment law.

Employees. (a) Except as set forth disclosed on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or4.16(a), to the Knowledge of the Seller, no executive employee and no group of employees or independent contractors of the Company has any plans to terminate, or materially alter the nature of, his or her employment or relationship as an independent contractor with the Company's knowledge, threatened . The Company has complied in all material respects with respect all applicable Laws relating to the employment of personnel and labor, including provisions thereof relating to wages, hours, vacation, overtime, notice, pay in lieu of notice, termination and severance pay, obligation, human rights, occupational health and safety, equal opportunity, collective bargaining and the payment of social security and other Taxes, the WARN Act, and the Immigration Reform and Control Act of 1986. The Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is not a party to or bound by any currently effective employment contractcollective bargaining agreement, deferred compensation arrangementand the Company is not experiencing and has not experienced any strikes, bonus plangrievances, incentive plan, profit sharing plan, retirement agreement unfair labor practices claims or other material employee compensation plan or agreementlabor disputes. The Company has not engaged in any unfair labor practice. The Seller does not have any Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to employees of the Company and for the past five (5) years, to the Knowledge of the Seller, there have been no organizational or decertification efforts by or on behalf of any labor union with respect to employees of the Company. To the Company's knowledgeKnowledge of the Seller, no employee of the Company is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar Contract relating to, affecting or in conflict with the present or proposed business activities of the Company. Except as would not result in material Liability, (i) the Company has paid or made adequate provision to pay all wages, salaries, wage premiums, commissions, bonuses, expense reimbursements, severance and other compensation and all other amounts due and payable to each of its employees or former employees through and including the date hereof and (ii), each individual who has provided services to the Company, Seller, or any of its Subsidiaries, nor any Affiliates within the past three (3) years and who was classified and treated as an independent contractor or consultant with whom was properly classified and treated as such for purposes of applicable Law. In the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract withpast five (5) years, the Company or has not implemented any of its Subsidiaries because of employee layoffs that have required notice under the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesWARN Act.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contractcollective bargaining, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement labor or similar agreement or other employee compensation plan or agreement. To arrangement and there are no pending or, to the knowledge of the Company's knowledge, no employee threatened, activities or proceedings to organize any employees of the Company or any of its Subsidiaries, nor any consultant with whom Subsidiaries or to compel the Company or any of its Subsidiaries has contractedto bargain or recognize any labor union or organization. There are no material Actions pending or, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right knowledge of any such individual to be employed bythe Company, or to contract with, threatened between the Company or any of its Subsidiaries because and any current or former employees of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in (or any Person alleging such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any naturestatus) or other agreementany current or former applicant for employment. There has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act, as amended, or subject to any judgment, decree similar state or order of any court or administrative agency, that would interfere local “plant closing” Law with their duties respect to the Company or any of its SubsidiariesSubsidiaries since January 1, 2006. Neither Since January 1, 2006, neither the Company nor any of its Subsidiaries has received experienced any notice alleging that any such violation has occurredemployee strikes, work stoppages, slowdowns, lockouts, or other labor disputes. Except for employees who have a current effective employment agreement with There are no unfair labor practice complaints or claims against the Company or any of its SubsidiariesSubsidiaries pending or, to the knowledge of the Company, threatened before any Governmental Entity, and no pending or, to the knowledge of the Company, threatened arbitration arising out of any collective bargaining, labor or similar agreement or arrangement. The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to labor and employment, including but not limited to, Laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, employment and reemployment of members of the uniformed services, employee terminations and worker classification. No Company Employee who has performed services for the Company or any of its Subsidiaries has been granted the right to continued employment by improperly excluded from participation in any Plan, and neither the Company or nor any of its Subsidiaries has any direct or indirect liability, whether absolute or contingent, with respect to any material compensation following termination misclassification of employment any Person as an independent contractor rather than as an employee or with respect to any misclassification of any employee as exempt versus non-exempt. No “leased employee” (within the meaning of Section 414(n) of the Code) performs any services for the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed on Schedule 4.14 or except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeExcept as set forth on Schedule 4.14, no employee of the Company or any of its Subsidiaries, nor any each employment contract and consultant with whom contract to which the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, a party is valid and binding on the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; , as the case may be, and , to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees’s knowledge, each other party thereto and the performance of the Company's is in full force and its Subsidiaries' contracts with its independent contractors, will not result in any such violationeffect. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesSubsidiaries or as set forth on Schedule 4.14 or except as disclosed in the Exchange Act Filings, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) All Contracts in relation to the top five compensated Company Employees (calculated based on 2017 annual base salary plus target cash bonus) and all other material Employment Agreements have been disclosed in the Data Room. To the knowledge of the Company, no such Company Employee has notified the Company or its Subsidiaries that he or she intends to resign, retire or terminate his or her engagement with the Company or Subsidiary following the Arrangement or as a result of the transactions contemplated by this Agreement. (b) The Company and its Subsidiaries are in compliance in all material respects with all terms and conditions of employment and all Laws respecting employment, including pay equity, employment equity, work classification, immigration, work permits/authorizations, wages, hours of work, overtime, human rights and occupational health and safety. All amounts due or accrued to current or former Company Employees for all salary, wages, bonuses, commissions, vacation with pay, sick days and benefits, including under any Employee Plans, and other similar accruals have either been paid or are accurately reflected in the books and records of the Company or of the applicable Subsidiary. There is no unfair labour practice, human rights, or other employment Law related claim, complaint, grievance or arbitration proceeding in progress or, to the knowledge of the Company, threatened against the Company or its Subsidiaries. (c) Except as set forth disclosed in Section 29(c) of the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment (other than such as results by Law from the employment of an employee without an agreement as to notice or severance). (d) Except as disclosed in Section 29(d) of the Company Disclosure Letter, there are no change of control payments or severance payments or agreements with Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of the Company or of any of its Subsidiaries. (e) Except as disclosed in Section 29(e) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Arrangement (either alone or upon the occurrence of any additional or subsequent events) will (i) result in any payment becoming due to any current or former Company Employee or director of the Company or any of its Subsidiaries, (ii) increase any benefits under any Plan or (iii) result in the acceleration of the time of payment, vesting or funding of, or other rights in respect of, any benefits under any Employee Plan or Employee Agreement. (f) Except as disclosed in Section 29(f) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Arrangement (either alone or upon the occurrence of any additional or subsequent events) will result in any payment or benefit that will or may be made by the Company or its Subsidiaries that may be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Code. (g) Except as would not, individually or in the aggregate, have a Material Adverse Effect on Schedule 4.14the Company: (i) each independent contractor of the Company and its Subsidiaries has been properly classified as an independent contractor and neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing the classification of independent contractors; (ii) neither the Company nor any Subsidiary has received any notice from any Governmental Entity disputing the classification of Company Employees as exempt from all Laws requiring payment of overtime for hours worked in a day or a week; and (iii) there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result been reassessed in any respect under such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenseslegislation since September 1, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, 2016 and no employee audit of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or is currently being performed pursuant to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesapplicable workplace safety and insurance legislation.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the any Company's knowledge, threatened with respect to the any Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's knowledge, no employee of the any Company or any of its Subsidiaries, nor any consultant with whom the any Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the any Company or any of its Subsidiaries because of the nature of the business to be conducted by the any Company or any of its Subsidiaries; and to the each Company's knowledge the continued employment by the each Company or any of and its Subsidiaries of its their present employees, and the performance of the each Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the such Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the any Company or any of its Subsidiaries, no employee of the any Company or any of its Subsidiaries has been granted the right to continued employment by the any Company or any of its Subsidiaries or to any material compensation following termination of employment with the any Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the no Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the any Company or any of its Subsidiaries, nor does the any Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. (a) The Company has not received notice that any key employee or agent or group of employees of the Company or any Subsidiary thereto has any plans to terminate their employment or relationship, as applicable, with the Company. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.143.16, neither the Company nor any of its Subsidiaries is the subject of, nor, to the Knowledge of the Company, is there threatened, any Action (as defined below) reasonably likely to give rise to a party material liability asserting that the Company or any of its Subsidiaries has committed an unfair labor practice, nor is there pending or, to the Knowledge of the Company, threatened, any organized effort or bound demand for recognition or certification or attempt to organize employees of the Company or any of its Subsidiaries by any currently effective employment contractlabor organization. There is no pending or, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To to the Knowledge of the Company's knowledge, no employee threatened organized labor strike, walk-out, work stoppage, or lockout with respect to employees of the Company or any of its Subsidiaries, nor any consultant and no organized labor strike, walk-out, work stoppage, or lockout with whom respect to employees of the Company or any Subsidiary has occurred within five (5) years preceding the date hereof. Schedule 3.16 also contains a true, complete and correct list setting forth (i) for each employee of the Company and its Subsidiaries, the name, current place of work, date of birth, start of employment with the Company and/or its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to related entity (seniority) and fixed monthly gross salary, (ii) the right names and current compensation rate of any such individual to be all individuals currently employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeeson an hourly, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) piecework or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties non-salaried basis and (iii) the names and total annual compensation for all independent contractors who render services to the Company or any of its Subsidiaries. Neither Subsidiaries and whose current annual compensation is in excess of $10,000; provided that in the Company nor any case of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for each of clause (i) and (ii), information with respect to non-U.S. employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries shall not be set forth on Schedule 3.16 and, in lieu thereof, the Company has been granted delivered to the right Chief Financial Officer of Buyer a true, complete and correct list setting forth the current place of work, year of birth, start of employment with the Company and/or its Subsidiaries and fixed monthly gross salary or current compensation rate with respect to continued employment each such non-U.S. employee. Schedule 3.16 also includes a true, correct and complete list of all collective arrangements, whether in the form of general commitments, standard terms of employment, works agreement, collective bargaining agreement or in any other legal form under Applicable Law. No collective bargaining arrangement other than those included in Schedule 3.16 are in effect or are currently being negotiated by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesSubsidiary.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s, or Cancable Parent’s knowledge, threatened with respect to the Company Company, Cancable Parent or any of its their respective Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s, and Cancable Parent’s knowledge, no employee of the Company Company, or Cancable Parent or any of its their respective Subsidiaries, nor any consultant with whom the Company Company, Cancable Parent or any of its their respective Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company Company, Cancable Parent or any of its their respective Subsidiaries because of the nature of the business to be conducted by the Company Company, Cancable Parent or any of its their respective Subsidiaries; and to the Company's ’s, and Cancable Parent’s knowledge the continued employment by the Company Company, Cancable Parent or any of its their respective Subsidiaries of its present employees, and the performance of the Company's ’s, Cancable Parent’s and its their respective Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company Company, Cancable Parent or any of its their respective Subsidiaries. Neither the Company Company, Cancable Parent nor any of its their respective Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Company, Cancable Parent or any of its their respective Subsidiaries, no employee of the Company Company, Cancable Parent or any of its their respective Subsidiaries has been granted the right to continued employment by the Company Company, Cancable Parent or any of its their respective Subsidiaries or to any material compensation following termination of employment with the Company Company, Cancable Parent or any of its Subsidiariestheir respective Subsidiaries (other than as required law). Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company Company, Cancable Parent or any of its their respective Subsidiaries, nor does the Company Company, Cancable Parent or any of its their respective Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its key employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no key employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present key employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its key employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for key employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no key employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective material employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144.15, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.15, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.15, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in material violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company Parent nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's Parent’s knowledge, threatened with respect to the Company Parent or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company Parent nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Parent’s knowledge, no employee of the Company Parent or any of its Subsidiaries, nor any consultant with whom the Company Parent or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company Parent or any of its Subsidiaries because of the nature of the business to be conducted by the Company Parent or any of its Subsidiaries; and to the Company's Parent’s knowledge the continued employment by the Company or any of Parent and its Subsidiaries of its their present employees, and the performance of the Company's Parent’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company Parent nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company Parent or any of its Subsidiaries. Neither the Company Parent nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company Parent or any of its Subsidiaries, no employee of the Company Parent or any of its Subsidiaries has been granted the right to continued employment by the Company Parent or any of its Subsidiaries or to any material compensation following termination of employment with the Company Parent or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Parent is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company Parent or any of its Subsidiaries, nor does the Company Parent or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the --------- Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Schedule 3.14(h) contains a correct and complete list of (a) all of the officers of the Company and each Company Subsidiary, specifying their position, annual rate of remuneration (excluding bonus compensation) and work location, respectively and (b) all of the employees (whether full-time, part-time or otherwise) of the Company and each Company Subsidiary as of the date hereof, specifying their position, annual rate of remuneration (excluding bonus compensation), status as full-time, part-time or otherwise, work location, accrued leave entitlements and length of service, respectively, and (c) all individuals serving as consultants and independent contractors of the Company and each Company Subsidiary specifying their consulting or other independent contractor fees, together with an appropriate notation next to the name of any officer or other employee on such list who is subject to any written employment agreement, enterprise agreement or any other document describing the terms or conditions of employment of the officer or employee. Except as set forth on Schedule 4.143.14(h), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries Subsidiary is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or enterprise agreement. To The Company has provided to the Company's knowledgeBuyer complete copies of each employment agreement (or standard form thereof) or enterprise agreement to which the Company or any Company Subsidiary is a party, or by which any of them is otherwise bound. There is no employee existing material default or breach of the Company or any of its SubsidiariesCompany Subsidiary, nor any consultant with whom the Company or any of its Subsidiaries has contractedas applicable, is in violation of any term of under any employment contract, proprietary information agreement or any other enterprise agreement relating (or event or condition that, with notice or lapse of time or both could constitute such a default or breach) and, to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance Knowledge of the Company's and its Subsidiaries' contracts , there is no such default (or event or condition that, with its independent contractorsnotice or lapse of time or both, will not result in could constitute a default or breach) with respect to any such violationthird party to any employment agreement or enterprise agreement. Neither the Company nor any of its Subsidiaries is aware that Company Subsidiary has made any of its employees is obligated under any contract (including licenses, covenants or written commitments of any nature) or other agreement, or subject to any judgmentofficer, decree employee, former employee, consultant or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee independent contractor of the Company or any Company Subsidiary with respect to remuneration, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated hereby or otherwise. As of its Subsidiaries the date hereof, to the Knowledge of the Company, no employee with an annual base salary of $100,000 or more has been granted the right to continued employment by notified the Company or any of its Subsidiaries Company Subsidiary that he or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees she intends to terminate his, her resign or their employment with retire as a result of the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeestransactions contemplated by this Agreement.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity not pending or, to the Company's knowledgeknowledge of Sellers, threatened any labor dispute, strike or work stoppage against the Sellers which may interfere with respect the continued operation of the Business. Neither the Sellers nor any representative or employee of the Sellers has committed any unfair labor practices in connection with the operation of the Business, and there is not pending or threatened any charge or complaint against the Sellers by the National Labor Relations Board or any comparable agency. The Sellers are not, and, to the Company knowledge of the Sellers, will not become, liable for any retroactive workers' compensation insurance premiums or any retroactive unemployment compensation experience ratings or charges in connection with the operation of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither Business relating to the Company nor any period of its Subsidiaries is a party time prior to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementthe date of this Agreement. To the Company's knowledgeknowledge of Sellers, no employee of the Company or consultant to any of its Subsidiaries, nor Seller is subject to any consultant with whom the Company secrecy or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information non-competition agreement or any other agreement relating to the right or restriction of any kind that would impede in any way the ability of such individual employee or consultant to be employed by, or to contract with, the Company or any carry out fully all of its Subsidiaries because their activities in furtherance of the nature Business. Except as described in the Disclosure Schedule or the other schedules in this Agreement, no employee employed in the Business has any agreement as to length of notice or severance payment required to terminate his or her employment, including on change of control, other than such as results by law from the business employment of an employee without an agreement as to be conducted by the Company notice or any severance. Sellers have previously provided Buyer with a current list of its Subsidiaries; each employee or consultant to and contractor for Sellers and to the Company's knowledge extent permitted by applicable privacy laws, the continued name, position, title, remuneration, bonus plan, (including any terms requiring salary, bonus or remuneration increases), bonus commissions, benefits, date of employment by the Company or any retention of its Subsidiaries of its present employeeseach such person, status as full-time or part-time, accrued (but unused) vacation pay, and if absent from work, the performance reason for such absence and return to work date, if known, and country of residence. Each present employee, consultant and contractor of, to or for Sellers has, or prior to the Company's Closing will have, executed and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other delivered to Sellers a proprietary information agreement, or subject true and correct copies of which have been delivered to any judgment, decree or order of any court or administrative agency, that would interfere with their duties Buyer prior to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesClosing.

Employees. Except as set forth on Schedule 4.145.16, neither the Company Companies and Subsidiaries do not have any written or oral contract with any individual currently engaged, or previously engaged, in the business of the Companies or Subsidiaries as an employee, independent contractor or otherwise. Schedule 5.16 sets forth a true, correct and complete list, as of the date(s) set forth therein, of the names, position and initial employment date of all current employees of the Companies and Subsidiaries. No changes in such base pay for such employees have been promised or authorized by the Companies or Subsidiaries, except in the Ordinary Course of Business or except as described in Schedule 5.16. Except as set forth in Schedule 5.16, there are no loans or other obligations payable or owing by the Companies or Subsidiaries to any officer, director or employee of the Companies or Subsidiaries, except salaries, wages, vacation pay, bonuses and salary advances and reimbursement of expenses incurred and accrued in the Ordinary Course of Business, nor are any loans or debts payable or owing by any such individuals to the Companies or Subsidiaries, nor have the Companies nor the Subsidiaries guaranteed any of its such individuals’ respective loans or material obligations. The Companies and Subsidiaries has are not (a) delinquent in the payment to any collective bargaining agreements of their employees or independent contractors any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or consultants or any Taxes or any penalty for failure to comply with any of its employees. There is no labor union organizing activity pending orthe foregoing or (b) liable for any payment to any trust or other fund or to any Governmental Authority, to the Company's knowledge, threatened with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Company Ordinary Course of Business and consistent with past practices). Shareholders are not aware and the Companies and Subsidiaries have not received notice that any employee or any independent contractor of its the Companies or Subsidiaries intends to terminate his or her employment relationship or engagement with the Companies or Subsidiaries. Except as disclosed in Shareholders are not aware and the Exchange Act Filings Companies and Subsidiaries have not received notice that any employee, director or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee officer of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Companies and Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or administrative order of any court or administrative agency, that would conflict or interfere with their (a) the performance of the Person’s duties to as an employee, director or officer of the Company Companies or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee or (b) the business of the Company Companies or any Subsidiaries as conducted or proposed to be conducted. Between the Effective Date and the Closing Date, no more than twenty percent (20%) of its Subsidiaries has been granted the right to continued employment total employees engaged by the Company Companies or Subsidiaries shall have resigned, been terminated for any reason, or had their working hours materially reduced except in the Ordinary Course of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesBusiness.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings or on Schedule 4.14, an SEC Report neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementagreement with any of its executive officers. To the Company's ’s knowledge, no employee of the Company or any of its SubsidiariesSubsidiary, nor any consultant with whom the Company or any of its Subsidiaries Subsidiary has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company (or any of its Subsidiaries Subsidiary) because of the nature of the business to be conducted by the Company (or any of its SubsidiariesSubsidiary); and to the Company's ’s knowledge the continued employment by the Company or any (and its Subsidiaries) of its Subsidiaries of its their respective present employees, and the performance of the Company's ’s (and its Subsidiaries' ’) contracts with its independent contractors, will not result in any such violation. Neither the The Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, as set forth in an SEC Report no employee of the Company or any of its Subsidiaries Subsidiary has been granted the right to continued employment by the Company (or any of its Subsidiaries Subsidiary) or to any material compensation following termination of employment with the Company (or any of its SubsidiariesSubsidiary). Except as set forth on Schedule 4.14, the The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company (or any of its Subsidiaries, Subsidiary) nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 12 sxxxx.xxx Feb. 2017 1000 00xx Xxxxxx, Xxxxx XXxxxxxx, XX 00000

Employees. To the knowledge of the GMH Companies, no officer of either of the GMH Companies is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such officer with the GMH Companies or any other party because of the nature of the business conducted or to be conducted by the GMH Companies or the performance by the officer of his responsibilities to the GMH Companies. Except as set forth on Schedule 4.14in Section 3.18 of the Disclosure Schedule, neither of the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries GMH Companies is a party to or bound by any currently effective employment contract, deferred compensation arrangementagreement, bonus plan, incentive plan, profit sharing plan, retirement agreement agreement, or other employee compensation plan or agreement. To the Company's knowledgeknowledge of the GMH Companies, no employee of the Company officer or key employee, or any group of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present key employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her his or their employment with the Company or any of its SubsidiariesGMH Companies, nor does either of the Company or any of its Subsidiaries GMH Companies have a present intention to terminate the employment of any officerof the foregoing. Subject to the terms of the employment agreements with each of Xxx Xxxxx, key employee or group Xxxx Xxxxx and Xxxx Xxxxx and to general principles related to wrongful termination of employees, the employment of each officer and employee of the GMH Companies is terminable at the will of the GMH Companies. No Contract exists between the employees of the GMH Companies (or a union representing any of such employees) and the GMH Companies and, to the knowledge of the GMH Companies, no union has attempted to organize or represent the labor force of the GMH Companies in the 24 months immediately prior to the date hereof. During such 24-month period there have been no lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to the labor force of either of the GMH Companies. Except as set forth in Section 3.18 of the Disclosure Schedule, no person (including, but not limited to, any foreign, federal, state, county or local government or other governmental, regulatory or administrative agency or authority) has any pending claim, suit, action, proceeding or investigation against either of the GMH Companies arising out of any statute, law, ordinance, code, rule or regulation relating to discrimination in employment or employment practices or occupational safety and health standards (including, without limitation, The Fair Labor Standards Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act of 1967, as amended, or the Americans with Disabilities Act of 1990) which, in each case, if upheld, would have a Material Adverse Effect.

Employees. Except as set forth on Schedule 4.1412(n), neither the no Company nor any of its Domestic Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the any Company or any of its Domestic Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the no Company nor any of its Domestic Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the each Company's ’s knowledge, no employee none of the Company its or any of its Domestic Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Domestic Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Domestic Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Domestic Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Domestic Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Domestic Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the No Company nor any of its Domestic Subsidiaries is aware that any of its or any of its Domestic Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Domestic Subsidiaries. Neither the No Company nor any of its Domestic Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the a Company or any of its Domestic Subsidiaries, no employee none of the Company its or any of its Subsidiaries Domestic Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Domestic Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the no Company nor any of its Domestic Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Domestic Subsidiaries, as applicable, nor does the Company it or any of its Domestic Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except as set forth on Schedule 12(n), except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries has any collective bargaining agreements agreement with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledgeknowledge of the Company or any of its Subsidiaries, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed set forth in the Exchange Act Filings Section 2.14 of Schedule I, no employee has any agreement or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangementwritten or verbal, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreementregarding his employment. To the Company's knowledgeknowledge of the Company and each of its Subsidiaries, no employee of the Company or any and each of its Subsidiaries, nor any consultant with whom the Company or any and each of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information patent disclosure agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge of the Company and each of its Subsidiaries, the continued employment by the Company or any of and its Subsidiaries of its present employees, and the performance of the Company's contracts of the Company and each of its Subsidiaries' contracts Subsidiaries with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any as set forth in Section 2.14 of its SubsidiariesSchedule I, each employee is employed on an "at will" basis and has no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company Subsidiaries is not aware that any officerofficer or key employee, key employee or that any group of employees key employees, intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or nor any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of key employees. Neither the Company nor any of its Subsidiaries has ever maintained, sponsored or contributed to, or been obligated to contribute to, any employee pension benefit plan as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Eligible Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Eligible Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Eligible Subsidiaries, nor any consultant with whom the Company or any of its Eligible Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Eligible Subsidiaries because of the nature of the business to be conducted by the Company or any of its Eligible Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Eligible Subsidiaries of its their respective present employees, and the performance of the Company's ’s and its Subsidiaries' Eligible Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Eligible Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Eligible Subsidiaries. Neither the Company nor any of its Eligible Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Eligible Subsidiaries, no employee of the Company or any of its Eligible Subsidiaries has been granted the right to continued employment by the Company or any of its Eligible Subsidiaries or to any material compensation following termination of employment with the Company or any of its Eligible Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Eligible Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Eligible Subsidiaries, nor does the Company or any of its Eligible Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Neither Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's or any Eligible Subsidiary's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's and each Eligible Subsidiary's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's and each Eligible Subsidiary's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Eligible Subsidiary is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the best of the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries' employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information informant on agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries' employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries' employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any material employment contract, proprietary information agreement or any other material agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such material violation. Neither the Company nor any of its Subsidiaries is aware that any of its officers or key employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would materially interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging that any such violation has occurred. Except for employees officers who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, officer or key employee or group of employees intends to terminate his, his or her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its the Applicable Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth The Company has made available the Acquirer all information requested (which information is complete and accurate in all material respects) on Schedule 4.14all employees, neither contractors and consultants of the Company nor any and the Subsidiaries providing services in connection with the conduct of its Subsidiaries has any collective bargaining the Business as of the date together with their titles or positions, dates of hire, regular work location and current compensation (including stock option or equity grants), current salary and benefits, age, notice period, and information on all employment contracts or other agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to between the Company or a Subsidiary and any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement contractor, consultant or person relating to the right performance of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because services. The completion of the nature of the business to be conducted transactions contemplated by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, this Agreement will not result in any payment or increased payment becoming due to any current or former employee of, or consultant to, the Company or a Subsidiary providing services in connection with the conduct of the Business. There are no outstanding offers of employment or engagement made to any person by the Company or a Subsidiary relating to the Business and there is no one who has accepted an offer of employment or engagement made by the Company or a Subsidiary relating to the Business who has not yet taken up that employment or engagement. Except as set forth in Section 2.11(c) of the Disclosure Schedule, no employee, contractor or consultant of the Company or a Subsidiary providing services in connection with the conduct of the Business: has given or received notice terminating his or her employment or engagement or altering its terms, and no such violationperson will be entitled solely as a result of the entering into of this Agreement and the sale of the Assets and Properties of the Business to Acquirer to give notice of termination or to claim for any payment or benefit or to treat himself as being released from any obligation and no such person is planning to terminate his or her employment as of or shortly after the Closing; or is currently on sick leave which (as of the date of this Agreement) has been for more than 14 consecutive days; or is currently on sabbatical or parental leave. Since December 31, 2007 (i) no change has been made in the rate or basis of remuneration, fee or other benefits provided for or paid to any employee, consultant or contractor of the Company or a Subsidiary providing services in connection with the conduct of the Business, and (ii) no change has been made in any other terms of employment or engagement of any such employee, consultant or contractor other than in the ordinary course of business. Neither the Company nor its Subsidiaries has entered into any agreement regarding any future variation in any contract of employment or other agreement in respect of any of its Subsidiaries is aware that their employees, consultants or contractors providing services in connection with the conduct of the Business or any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to agreement imposing an obligation on the Company or any a Subsidiary to increase the basis and/or rates of remuneration or payment and/or the provision of other benefits to or on behalf of its Subsidiariesemployees, consultants or contractors at any future date. No grievance or complaint of sex, race or disability discrimination, whether formal or informal, is pending in an administrative or litigation proceeding nor has been raised by any employee or consultant or former employee or consultant of the Company providing services in connection with the conduct of the Business in the twelve months prior to Closing. Neither the Company nor its Subsidiaries has made any loans to or entered into any credit transaction with any Transferred Employee. There are no controversies or labor or trade disputes or union organization activities pending or threatened between the Company or a Subsidiary and any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for respective employees who have a current effective employment agreement providing services in connection with the conduct of the Business nor are there facts known to the Company or its Subsidiaries which might indicate that there may be any of its Subsidiaries, no employee of such dispute or activities. No collective bargaining agreements relating to the Business are binding on the Company or any of its Subsidiaries as of the Closing Date. As of the date hereof, none of the Company's or the Subsidiaries' employees providing services in connection with the conduct of the Business are employed by any other employer. Each of the Company's employees providing services in connection with the conduct of the Business has been granted the a permanent right to continued employment by reside and work in the jurisdiction in which they are employed. There is no pending or threatened (i) claim by, or outstanding settlement with, any current or former Company or Subsidiary employee against the Company who have provided, or any of its Subsidiaries or to any material compensation following termination of employment are providing, services in connection with the Company Business, (ii) labor or any union litigation in relation to former employees or officers, or (iii) strike. All accrued costs or pensions, holidays, overtime and bonuses accrued up to the date hereof are set out in Section 2.11(k) of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesDisclosure Schedule.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement agreements with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower has any no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the CompanyBorrower's knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the CompanyBorrower's knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries Borrower because of the nature of the business to be conducted by the Company or any of its SubsidiariesBorrower; and to the CompanyBorrower's knowledge the continued employment by the Company or any of its Subsidiaries Borrower of its present employees, and the performance of the CompanyBorrower's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries The Borrower is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesBorrower. Neither the Company nor any of its Subsidiaries The Borrower has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesBorrower, no employee of the Company or any of its Subsidiaries Borrower has been granted the right to continued employment by the Company or any of its Subsidiaries Borrower or to any material compensation following termination of employment with the Company or any of its SubsidiariesBorrower. Except as set forth on Schedule 4.14, the Company Borrower is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.146.16, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge’s Knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Documents filed prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge’s Knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge ’s Knowledge the continued employment by the Company or any of and its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their such employees duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.146.16, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower has any no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's Borrower’s knowledge, threatened with respect to the Company or any of its SubsidiariesBorrower. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries Borrower is not a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's Borrower’s knowledge, no employee of the Company or any of its SubsidiariesBorrower, nor any consultant with whom the Company or any of its Subsidiaries Borrower has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries Borrower because of the nature of the business to be conducted by the Company or any of its SubsidiariesBorrower; and to the Company's Borrower’s knowledge the continued employment by the Company or any of its Subsidiaries Borrower of its present employees, and the performance of the Company's and its Subsidiaries' Borrower’s contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries The Borrower is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its SubsidiariesBorrower. Neither the Company nor any of its Subsidiaries The Borrower has not received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesBorrower, no employee of the Company or any of its Subsidiaries Borrower has been granted the right to continued employment by the Company or any of its Subsidiaries Borrower or to any material compensation following termination of employment with the Company or any of its SubsidiariesBorrower. Except as set forth on Schedule 4.14, the Company Borrower is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its SubsidiariesBorrower, nor does the Company or any of its Subsidiaries Borrower have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of its Subsidiaries subsidiary has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Knowledge of the Company's knowledge, threatened with respect to the Company or any of its Subsidiariessubsidiary. Except as disclosed in the Exchange Act Filings or set forth on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge4.9, no employee of the Company or its subsidiary has any written agreement or contract regarding his or her employment, other than an agreement for at-will employment and neither the Company nor its subsidiary has arrangements with any of its Subsidiariesemployees, whether written or oral, that are out of the ordinary course of business. No employee of the Company or its subsidiary, nor any consultant with whom the Company or any of its Subsidiaries subsidiary has contracted, is in violation of any term of any employment contract, proprietary information agreement agreement, or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; subsidiary and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries subsidiary of its present employees, and the performance of each of the Company's ’s and its Subsidiaries' subsidiary’s contracts with its their respective independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries subsidiary has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiariesas set forth on Schedule 4.9, no employee of the Company or any of its Subsidiaries subsidiary has been granted the right to continued employment by the Company or any of its Subsidiaries subsidiary or to any material compensation following termination of employment with the Company or its subsidiary. Each of the Company and its subsidiary is in compliance with all currently applicable laws respecting employment, employment practices and terms, conditions of employment and wages and hours. Neither the Company nor its subsidiary is engaged in any unfair labor practice and there is no unfair labor practice complaint pending or threatened against the Company or its subsidiary before the National Labor Relations Board. No employee of the Company or its subsidiary has been injured in the work place or in the course of his or her employment except for injuries that are covered by insurance or for which a claim has been made under workers’ compensation or similar laws. There are no pending or threatened charges or complaints alleging sexual harassment or other discrimination or unlawful conduct by the Company, its subsidiary or any of its Subsidiaries. Except as set forth on Schedule 4.14their employees nor, to the Knowledge of the Company is there a basis for the filing of such a complaint. Each of the Company and its subsidiary has complied with the verification requirements and the record-keeping requirements of the Immigration Reform and Control Act of 1986 (“IRCA”); to the Knowledge of the Company, the information and documents on which the Company and its subsidiary relied to comply with IRCA are true and correct; and there have not aware that been any officer, key employee or group of employees intends to terminate his, her or their employment with discrimination complaints filed against the Company or any its subsidiary pursuant to IRCA, and to the Knowledge of its Subsidiariesthe Company, nor does there is no basis for the Company or any filing of its Subsidiaries have such a present intention to terminate the employment of any officer, key employee or group of employeescomplaint.

Employees. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed on Schedule 4.14 or except as disclosed in the Exchange Act Filings or on Schedule 4.14Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledgeExcept as set forth on Schedule 4.14, no employee of the Company or any of its Subsidiaries, nor any each employment contract and consultant with whom contract to which the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, a party is valid and binding on the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; , as the case may be, and , to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesknowledge, each other party thereto and the performance of the Company's is in full force and its Subsidiaries' contracts with its independent contractors, will not result in any such violationeffect. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesSubsidiaries or as set forth on Schedule 4.14 or except as disclosed in the Exchange Act Filings, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.14 or except as disclosed in the Exchange Act Filings, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. 3.17.1. All of the employees of the Company and each Relmada Entity (the “Employees”) are identified, by the Company and/or Relmada Entity, on Schedule 3.17.1. Except as set forth on Schedule 4.143.17.1, (a) neither the Company nor any of its Subsidiaries Relmada Entity has, or has any ever had any, collective bargaining agreements with any of its employees. There ; (b) there is no labor union organizing activity pending or, to the knowledge of the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings Relmada Entity; (c) no Employee has or on Schedule 4.14, neither the Company nor is subject to any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of Contract to which the Company or any Relmada Entity is a party (including, without limitation, licenses, covenants or commitments of its Subsidiariesany nature) regarding his or her employment or engagement; (d) to the best of the Company’s knowledge, nor any consultant no Employee is subject to Order, that would interfere with whom his or her duties to the Company or any Relmada Entities or that would conflict with the Company or any Relmada Entities’ businesses as currently conducted and as proposed to be conducted; (e) no Employee is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such Person to be employed by, or to contract with, the Company or any Relmada Entity; (f) to the best of the Company’s knowledge, the continued employment by the Company or any Relmada Entity of its Subsidiaries has contractedpresent Employees, is and the performance of their respective duties to such Relmada Entity, will not result in any violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employeesRelmada Entity, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries Relmada Entity has received any written notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company ; (g) no Employee or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries consultant has been granted the right to continued employment by or service to the Company or any of its Subsidiaries Relmada Entity or to any material compensation following termination of employment with or service to the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, Relmada Entity; and (h) neither the Company is not aware that nor any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or Relmada Entity has any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment or engagement or service of any officer, key employee officer or group of employeesany significant Employee or consultant.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company it nor any of its Domestic Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Domestic Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company it nor any of its Domestic Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Domestic Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Domestic Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Domestic Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Domestic Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Domestic Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Domestic Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company it nor any of its Domestic Subsidiaries is aware that any of its or any of its Domestic Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Domestic Subsidiaries. Neither the Company it nor any of its Domestic Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Domestic Subsidiaries, no employee none of the Company its or any of its Subsidiaries Domestic Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Domestic Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Domestic Subsidiaries. Except as set forth on Schedule 4.1412(n), the Company neither it nor any of its Domestic Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Domestic Subsidiaries, as applicable, nor does the Company it or any of its Domestic Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(q), neither the Company it nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There Except as disclosed in the Exchange Act Filings, there is no labor union organizing activity pending or, to the Company's its knowledge, threatened with respect to the Company it or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(q), neither the Company it nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's its knowledge, no employee none of the Company its or any of its Subsidiaries’ employees, nor any consultant with whom the Company it or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company it or any of its Subsidiaries because of the nature of the business to be conducted by the Company it or any of its Subsidiaries; and to the Company's its knowledge the continued employment by the Company or any of it and its Subsidiaries of its their present employees, and the performance of the Company's its and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company To its knowledge, neither it nor any of its Subsidiaries is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties to the Company it or any of its Subsidiaries. Neither the Company it nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company it or any of its Subsidiaries, no employee none of the Company its or any of its Subsidiaries Subsidiaries’ employees has been granted the right to continued employment by the Company it or any of its Subsidiaries or to any material compensation following termination of employment with the Company it or any of its Subsidiaries. Except as set forth on Schedule 4.1412(q), the Company neither it nor any of its Subsidiaries is not aware that any executive officer, key employee or group of employees intends to terminate his, her or their employment with the Company it or any of its Subsidiaries, as applicable, nor does the Company it or any of its Subsidiaries have a present intention to terminate the employment of any executive officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's and its Subsidiaries' ’ contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is not aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither To the Company nor any best of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information nondisclosure agreement or any other contract or agreement relating to the right relationship of any such individual to be employed by, or to contract with, employee with the Company or any of its Subsidiaries other party because of the nature of the business conducted or proposed to be conducted by the Company. Each former and current employee, officer and consultant of the Company, all of whom are listed on the Schedule of Exceptions, has executed a Proprietary Information and Inventions Agreement in substantially the form attached hereto as Exhibit I, and the Company or is not aware that any of its Subsidiaries; current or former employees, officers or consultants is in violation thereof. The Purchasers have been provided with copies of forms of all material invention assignment and to confidentiality agreements or employment or consulting agreements which contain similar terms used by the Company's knowledge the continued employment by . No current or former employee, officer or consultant of the Company has excluded works or any inventions made prior to his or her employment with the Company from his or her assignment of its Subsidiaries of its present employees, and the performance inventions pursuant to such employee’s execution of the Company's Proprietary Information and its Subsidiaries' contracts with its independent contractors, will Inventions Agreement. The Company is not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company’s business as proposed to be conducted. Neither the execution or delivery of this Agreement, nor the carrying-on of the Company’s business by the employees and directors of the Company, nor the conduct of the Company’s business as proposed, will, to the best of the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its Subsidiariesemployees (or people it currently intends to hire) made prior to their employment by the Company. Neither The Company is not aware that any officer or key employee, or that any group of employees, intends to terminate their employment with the Company, nor does the Company nor have a present intention to terminate the employment of any of its Subsidiaries the foregoing. The employment of each officer and employee of the Company is terminable at the will of the Company. The Company has received any notice alleging that any such violation has occurredcomplied in all material respects with all applicable laws relating to the employment of labor, including provisions relating to wages, hours, equal opportunity, collec­tive bargaining and the payment of Social Security and other taxes. Except for employees who have a current effective employment agreement with as set forth on the Company or any Schedule of its SubsidiariesExceptions, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company Company. The Company’s employees have not been subject to or any involved in or, to the best of its Subsidiariesthe Company’s knowledge, threatened with union elections, petitions therefor or other organizational activities. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees10.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any of its Domestic Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Domestic Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Domestic Subsidiaries, nor any consultant with whom the Company or any of its Domestic Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Domestic Subsidiaries because of the nature of the business to be conducted by the Company or any of its Domestic Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Domestic Subsidiaries of its present employees, and the performance of the Company's and its Domestic Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Domestic Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Domestic Subsidiaries. Neither the Company nor any of its Domestic Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Domestic Subsidiaries, no employee of the Company or any of its Domestic Subsidiaries has been granted the right to continued employment by the Company or any of its Domestic Subsidiaries or to any material compensation following termination of employment with the Company or any of its Domestic Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Domestic Subsidiaries, nor does the Company or any of its Domestic Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth disclosed on Schedule 4.143.18, neither there are no material labor troubles (including any material work slowdown, lockout, stoppage, picketing or strike) pending, or to the Company nor any Knowledge of its Subsidiaries has any collective bargaining agreements with any of the Company, threatened between the BPS Companies, on the one hand, and its employees. There is no labor union organizing activity pending or, to on the Company's knowledge, threatened with respect to the Company or any of its Subsidiariesother hand. Except as disclosed in the Exchange Act Filings or on Schedule 4.143.18, neither the Company nor (a) no employee of any of its Subsidiaries the BPS Companies is represented by a labor union, (b) none of the BPS Companies is a party to to, or bound by otherwise subject to, any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement collective bargaining agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment labor union contract, proprietary information agreement or any other agreement relating (c) to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance Knowledge of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries petition has been granted the right to continued employment filed or proceedings instituted by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not aware that any officer, key an employee or group of employees intends of the BPS Companies with any labor relations board seeking recognition of a bargaining representative and (d) to terminate histhe Knowledge of the Company, her there is no organizational effort currently being made or their threatened by, or on behalf of, any labor union to organize employees of any of the BPS Companies and no demand for recognition of employees of any of the BPS Companies has been made by, or on behalf of, any labor union. Each BPS Company is in compliance in all material respects with all applicable Laws relating to employment with and employment practices, workers’ compensation, terms and conditions of employment, worker classification, worker safety, wages and hours, civil rights, discrimination, immigration, and collective bargaining. No BPS Company has any outstanding liability under the Company Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. or the regulations promulgated thereunder or any similar state law, and no BPS Company has experienced a “mass layoff” or “plant closing” (within the meaning of its Subsidiaries, nor does the Worker Adjustment and Retraining Notification Act) or incurred any Liability under such statute during the past two (2) years. No executive officer or other key employee of any BPS Company or any of its Subsidiaries have has announced to Seller a present current intention to terminate employment with such BPS Company in connection with the employment consummation of the transactions contemplated by this Agreement or otherwise. Any individual who performs services for any of the BPS Companies and who is not treated as an employee for federal income tax purposes by such BPS Company is not an employee under applicable Law or for any purpose including for Tax withholding purposes or Company Employee Plan purposes. Each BPS Company has no liability by reason of an (i) individual who performs or performed services for any of the BPS Companies in any capacity being improperly excluded from participating in a Company Employee Plan, or (ii) employee of any officer, key employee of the BPS Companies being improperly classified as “exempt” or group of employees“non-exempt” under applicable Law.

Employees. Except as set forth on Schedule 4.144.13, neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144.13, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144.13, the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.144(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.144(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's knowledge the continued employment by the Company or any of its Subsidiaries of its present employees, and the performance of the Company's and its Subsidiaries' contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.144(n), the Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s or any Eligible Subsidiary’s knowledge, threatened with respect to the Company or any of its Subsidiariessuch Subsidiary. Except as disclosed in the Exchange Act Filings or on Schedule 4.1412(n), neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's ’s and each Eligible Subsidiary’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s and each Eligible Subsidiary’s knowledge the continued employment by the Company or any of and its Subsidiaries of its their respective present employees, and the performance of the Company's ’s and its Subsidiaries' Subsidiaries contracts with its independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries Eligible Subsidiary is aware that any of its or any of its Subsidiaries’ employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.1412(n), the neither Company nor any of its Subsidiaries is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employees.

Employees. Except as set forth on Schedule 4.14, neither the Company nor any No employee or consultant of its Subsidiaries has any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company Successor or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14, neither the Company nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To the Company's knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment, employment contract, proprietary information patent disclosure agreement or any other contract or agreement relating to the right relationship of any such individual person with the Company, the Successor or any of the Subsidiaries or, to be employed by, or to contract with, the knowledge of the Company or the Successor, with any of its Subsidiaries other party because of the nature of the business conducted or to be conducted by the Company, the Successor or the Subsidiaries. There are no Employee Plans or Compensation Arrangements (each as defined below) which are not listed in Section 3.10 of the Disclosure Schedule. To the knowledge of the Company and the Successor, each Employee Plan (as defined below) and Compensation Arrangement (as defined below) has been administered in compliance with its own terms and in material compliance with the provisions of ERISA, the Code (each as defined below) and any other applicable federal, state or other laws. Neither the Company, the Successor, any of the Subsidiaries nor any ERISA Affiliate (as defined below) is contributing to, is required to contribute to, or has contributed within the last six (6) years to or otherwise has any liability with respect to, any: (i) Employee Plan subject to Title IV of ERISA; (ii) Employee Plan or Compensation Arrangement that provides medical or death benefit coverage to former employees of the Company or the Successor or any of its the Subsidiaries; and , except to the extent required by Section 4980B of the Code; or (iii) multiple employer welfare arrangement as defined in ERISA Section 3(40). Neither the Company's knowledge , the continued employment by Successor nor any of the Company Subsidiaries has entered into any agreement with any employee, member or director which provides for any payment or acceleration of benefits upon the occurrence of (i) any sale of membership or other ownership interests, stock or assets of the Company, the Successor or any of its Subsidiaries the Subsidiaries; (ii) any change of its present employeescontrol of the Company, and the performance Successor or any of the Subsidiaries; or (iii) any registration of the Company's or the Successor's securities under the Securities Act. Neither the execution and its Subsidiaries' contracts with its independent contractors, delivery of this Agreement and the Related Documents nor the consummation of the transactions contemplated hereby or thereby will not (i) result in any such violation. Neither the Company nor any of its Subsidiaries is aware that any of its employees is obligated under any contract payment (including licensesincluding, covenants without limitation, severance or commitments of any natureunemployment compensation) or other agreement, or subject becoming due to any judgmentdirector, decree member or order employee of any court or administrative agencythe Company, that would interfere with their duties to the Company Successor or any of its the Subsidiaries; (ii) result in the acceleration of vesting under any Employee Plan or Compensation Arrangement; or (iii) increase any benefits otherwise payable under any Employee Plan. Neither For purposes of this Agreement, the Company nor following terms shall have the meaning indicated: (i) "Employee Plan" shall mean any retirement or welfare plan or arrangement, or any other employee benefit plan as defined in Section 3(3) of ERISA to which the Company, the Successor, any of its the Subsidiaries has received any notice alleging that any such violation has occurred. Except for employees who have a current effective employment agreement with the Company or any of its SubsidiariesERISA Affiliate contributes or contributed or to which the Company, no employee the Successor, any of the Company Subsidiaries or any ERISA Affiliate sponsors or sponsored, maintains or maintained or otherwise is or was bound; (ii) "Code" shall mean the Internal Revenue Code of its 1986, as amended, any successor thereto and any regulations promulgated thereunder; (iii) "Compensation Arrangement" shall mean any plan or compensation arrangement other than an Employee Plan, whether written or unwritten, which provides to present or former employees, officers, directors, members and stockholders of the Company, the Successor, any of the Subsidiaries has been granted the right to continued employment by the Company or any ERISA Affiliate any compensation or other benefits, whether deferred or not, including, but not limited to, any bonus or incentive plan, stock rights plan, deferred compensation arrangement, life insurance, stock purchase plan, severance pay plan and any other employee fringe benefit plan; (iv) "ERISA" shall mean the Employee Retirement Income Security Act of its Subsidiaries 1974, as amended, any successor thereto and any regulations promulgated thereunder; and (v) "ERISA Affiliate" shall mean any trade or business related to any material compensation following termination of employment with the Company or any of its Subsidiaries. Except as set forth on Schedule 4.14Company, the Company is not aware that any officerSuccessor or the Subsidiaries under the terms of Sections 414(b), key employee (c), (m) or group (o) of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any officer, key employee or group of employeesCode.

Employees. Except as set forth on Schedule 4.14, neither Neither the Company nor any of not its Subsidiaries has have any collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's ’s knowledge, threatened with respect to the Company or any of its Subsidiaries. Except as disclosed in the Exchange Act Filings or on Schedule 4.14SEC Filings, neither the Company nor any of its Subsidiaries is a are party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement. To Except as disclosed in the SEC Filings, to the Company's ’s knowledge, no employee of the Company or any of its Subsidiaries, nor any consultant with whom the Company or any of its Subsidiaries has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company or any of its Subsidiaries because of the nature of the business to be conducted by the Company or any of its Subsidiaries; and to the Company's ’s knowledge the continued employment by the Company or any of its Subsidiaries of its their present employees, and the performance of the Company's ’s and its Subsidiaries' ’ contracts with its their independent contractors, will not result in any such violation. Neither Except as disclosed in the SEC Filings, neither the Company nor any of its Subsidiaries is are aware that any of its their employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has have received any notice alleging that any such violation has occurred. Except as disclosed in the SEC Filings, except for employees who have a current effective employment agreement with the Company or any of and its Subsidiaries, no employee of the Company or any of its Subsidiaries has been granted the right to continued employment by the Company or any of its Subsidiaries or to any material compensation following termination of employment with employment. Neither the Company or nor any of its Subsidiaries. Except as set forth on Schedule 4.14, the Company is not Subsidiaries are aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries Subsidiary have a present intention to terminate the employment of any officer, key employee or group of employees.