Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. Except as disclosed on Section 3.12 of the Company Disclosure Schedule: (a) there are no, and in the three (3) years preceding the date of this Agreement have been no, unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of this Agreement have been no, 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; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) there are not, to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”).

Labor and Employment Matters. (a) Except as disclosed on in Section 3.12 3.12(a) of the Company Disclosure ScheduleSchedule or, in the case of clauses (vi) and (vii), as would not reasonably be expected to have a Material Adverse Effect: (a) there are no, and in the three (3) years preceding the date of this Agreement have been no, unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of this Agreement have been no, 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; (ci) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreementagreement or other agreement with a labor union or like organization; (dii) to the Knowledge of the Company, as of the date hereof, there are notno activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, or work stoppage ; (v) there is no unfair labor practice charge against the Company or any union organizing of its Subsidiaries pending before the National Labor Relations Board or decertification activities underway any comparable labor relations authority; (vi) there is no pending or, to the Knowledge of the Company, threatened grievance, charge, complaint, audit or threatened concerning investigation by or before any Governmental Authority with respect to any current or former employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (hvii) within the past three (3) years, the Company has not implemented any plant closing or layoff complied with all applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including the classification and compensation of employees that could implicate for purposes of the Worker Adjustment Fair Labor Standards Act and Retraining Notification Act cognate state laws) and other Laws in respect of 1988any reduction in force, as amendedincluding notice, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”)information and consultation requirements.

Labor and Employment Matters. Except as disclosed on (a) Section 3.12 4.11 of the Disclosure Schedule sets forth a list of all employees of the Company and any Subsidiary, together with their dates of hire, and any employees currently on leave of absence, indicating the nature of and length of such leave and whether such employees have employment agreements. The Company has previously provided to CRI a schedule setting forth current base salary and total wages paid in the prior year for all employees listed in Section 4.11 of the Disclosure Schedule: . Except as set forth in Section 4.11 of the Disclosure Schedule, (ai) there are nono controversies pending or, to the knowledge of the Company, threatened between the Company or any Subsidiary and in any of their respective employees; (ii) neither the three Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (3iii) years preceding the date of this Agreement have been no, there are no unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal current union representation questions involving employees of the Company or authorityany Subsidiary; (biv) there are nois no strike, and in the three (3) years preceding the date of this Agreement have been no, strikesslowdown, work stoppagesstoppage or lockout, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Knowledge knowledge of the Company, threatened against threat thereof, by or involving the Company or any of its Subsidiaries; (c) neither the Company nor any of its Subsidiaries is a party with respect to any collective bargaining agreement; (d) there are not, to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its SubsidiariesSubsidiary; and (ev) there are no material employmentcurrently effective agreements relating to severance or similar payments or other benefits to be provided to directors, consulting or severance agreements or arrangements with any of the Company’s present officers, employees, consultants or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to Company or any Subsidiary in connection with or after termination of such director, officer, consultant or employee's employment or other relationship with the Knowledge Company or that may otherwise be owing as a result of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”)Transactions.

Labor and Employment Matters. Except as disclosed on Section 3.12 of the Company Disclosure Schedule: (a) (i) Except as set forth on Schedule 4.12(a)(i), there are nono controversies pending or, to the Company's Knowledge, threatened, between the Company or any of its subsidiaries and in any group of their respective employees; (ii) neither the three Company nor, to the Company's Knowledge, any of its subsidiaries, is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its subsidiaries nor to the Company's Knowledge, except as set forth on Schedule 4.12(a)(ii), have there been any activities or proceedings of any labor union to organize any such employees during 1998 or 1999; (3iii) years preceding neither the date Company nor any of this Agreement have been no, its subsidiaries has breached or otherwise failed to comply with any provision of any such agreement or contract and there are no grievances outstanding against any such parties under any such agreement or contract; (iv) there are no unfair labor practice charges or complaints pending against the Company or any Subsidiary of its subsidiaries before the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date current union representation questions involving employees of this Agreement have been no, 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 Subsidiariessubsidiaries; and (cv) neither to the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) Company's Knowledge, there are notno strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with subsidiaries. No consent of any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employment, or (B) union which is a party to any confidentiality, non-competition, proprietary rights or other such collective bargaining agreement between such employee and any other Person besides with the Company that is required to consummate the transactions contemplated by this Agreement. The Company is in and has been in compliance with all federal, state and local laws relating to employment (including employment discrimination), wages and hours, working conditions, occupational safety, workers compensation and the payment of social security and other payroll related taxes, except where noncompliance would not reasonably be material expected to the performance of such employee’s employment duties, or the ability of have a Company Material Adverse Effect and neither the Company nor its subsidiaries have received any written notice alleging a failure to conduct its business; and (h) within the past three (3) yearscomply in any material respect with any such laws, the Company has not implemented any plant closing rules or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”)regulations.

Labor and Employment Matters. Except SCHEDULE 3.20 contains a true and complete list, by category, of all current full-time employees, current part-time employees, other employees and consultants currently employees or engaged by Wireless who render services with respect to the Wireless' business and who are so engaged by Wireless as disclosed on Section 3.12 of the Company Disclosure Schedule: (a) there are nodate hereof, including a description of any and all written contracts, written agreements, written commitments and written arrangements relating thereto, and in a description of the three rate and nature of all compensation payable by Wireless to, and the amount of vacation, sick days, personal days or other leave accrued by, each such person or entity. Company has been provided with true, complete and correct (3i) years preceding copies of all such written contracts, written agreements, written commitments and written arrangements, (ii) copies of all manuals and handbooks applicable to any employee or consultant of Wireless who renders services with respect to the Wireless' business, (iii) copies of all trade secret, non-compete, non-disclosure and invention assignment agreements, and (iv) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such employee or consultant. Wireless is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the Knowledge of Wireless, there has been no effort by any labor union or any other person during the twenty-four (24) months prior to the date hereof to organize any employees of this Agreement have been noWireless into one or more collective bargaining units, nor, to the Knowledge of Wireless, are any such efforts being conducted. There is no pending or, to the Knowledge of Wireless, threatened labor dispute, strike or work stoppage which affects or which may affect the business of Wireless, or which may interfere with its continued operations. Neither Wireless nor any agent, representative or employee thereof has within the last twenty-four (24) months committed any unfair labor practice charges as defined in the National Labor Relations Act, as amended, and there is no pending or complaints pending threatened charge or complaint against the Company Wireless by or any Subsidiary before with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage involving any of the employees or consultants of the Stockholders during the twenty-four (24) months prior to the date hereof. Wireless has complied with applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities or other labor relations tribunal or authority; (b) there are noemployment practices, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended and the Immigration Reform and Control Act of 1986, as amended. The employment of each employee of Wireless is "AT WILL", and in may be terminated at any time by Wireless, without the three (3) years preceding the date imposition of this Agreement have been nopenalties or damages. Wireless has received no notice of any claim before any governmental body brought by or on behalf of any employee, strikesprospective employee, work stoppagesformer employee, slowdownsretiree, lockouts, material arbitrations or material grievances labor organization or other material labor disputes pending representative of employees or any governmental body or, to the Knowledge of the Company, Wireless is any such claim threatened against Wireless. Wireless is not a party to, or involving the Company otherwise bound by, any order relating to its employees or any employment practices. Wireless has paid in full to all of its Subsidiaries; employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees. No current or former employee of Wireless is (ci) neither absent on a military leave of absence and/or eligible for rehire under the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) there are not, to the Knowledge terms of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employmentUniformed Services Employment and Reemployment Rights Act, or (Bii) is absent on a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee leave of absence under the Family and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Medical Leave Act”).

Labor and Employment Matters. Except SCHEDULE 3.20 contains a true and complete list, by category, of all current full-time employees, current part-time employees, other employees and consultants currently employees or engaged by Wireless who render services with respect to the Wireless' business and who are so engaged by Wireless as disclosed on Section 3.12 of the Company Disclosure Schedule: (a) there are nodate hereof, including a description of any and all written contracts, written agreements, written commitments and written arrangements relating thereto, and in a description of the three rate and nature of all compensation payable by Wireless to, and the amount of vacation, sick days, personal days or other leave accrued by, each such person or entity. Company has been provided with true, complete and correct (3i) years preceding copies of all such written contracts, written agreements, written commitments and written arrangements, (ii) copies of all manuals and handbooks applicable to any employee or consultant of Wireless who renders services with respect to the Wireless' business, (iii) copies of all trade secret, non-compete, non-disclosure and invention assignment agreements, and (iv) descriptions of all existing severance, accrued vacation or other leave policies or retiree benefits of any such employee or consultant. Wireless is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and, to the knowledge of Wireless, there has been no effort by any labor union or any other person during the twenty-four (24) months prior to the date hereof to organize any employees of this Agreement have been noWireless into one or more collective bargaining units, nor, to the knowledge of Wireless, are any such efforts being conducted. There is no pending or, to the knowledge of Wireless, threatened labor dispute, strike or work stoppage which affects or which may affect the business of Wireless, or which may interfere with its continued operations. Neither Wireless nor any agent, representative or employee thereof has within the last twenty-four (24) months committed any unfair labor practice charges as defined in the National Labor Relations Act, as amended, and there is no pending or complaints pending threatened charge or complaint against the Company Wireless by or any Subsidiary before with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage involving any of the employees or consultants of the stockholders during the twenty-four (24) months prior to the date hereof. Wireless has complied with applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities or other labor relations tribunal or authority; (b) there are noemployment practices, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended and the Immigration Reform and Control Act of 1986, as amended. The employment of each employee of Wireless is "AT WILL", and in may be terminated at any time by Wireless, without the three (3) years preceding the date imposition of this Agreement have been nopenalties or damages. Wireless has received no notice of any claim before any governmental body brought by or on behalf of any employee, strikesprospective employee, work stoppagesformer employee, slowdownsretiree, lockouts, material arbitrations or material grievances labor organization or other material labor disputes pending representative of employees or any governmental body or, to the Knowledge knowledge of Wireless is any such claim threatened against Wireless. Wireless is not a party to, or otherwise bound by, any order relating to its employees or employment practices. Wireless has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees. No current or former employee of Wireless is (i) absent on a military leave of absence and/or eligible for rehire under the terms of the Company, threatened against or involving the Company or any of its Subsidiaries; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) there are not, to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employmentUniformed Services Employment and Reemployment Rights Act, or (Bii) is absent on a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee leave of absence under the Family and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Medical Leave Act”).

Labor and Employment Matters. Except as disclosed on Section 3.12 The Company is not a party to any labor or collective bargaining contract that pertains to its employees. To the Knowledge of the Company Disclosure Schedule: (a) or the Seller, there are nono organizing activities or collective bargaining arrangements that could affect the Company pending or under discussion with any labor organization or group of employees of the Company. Section 4.11 of the Disclosure Schedule sets forth (i) (A) a list of all directors, employees, contractors and consultants of the Company (including title and position) as of the date hereof, and (B) the base compensation and benefits of each such director, employee, contractor and consultant, and (ii) a list of all former directors, employees, contractors and consultants of the Company who are receiving benefits or scheduled to receive benefits in the three (3) years preceding future, and the date pension benefit, medical insurance coverage and other benefits of this Agreement each such former director, employee, contractor and consultant. There have not been nosince January 1, 2005 and there are not pending or threatened any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company. There is no unfair labor practice charges practice, charge or complaints pending against complaint pending, unresolved or, to the Company or any Subsidiary the Seller’s Knowledge, threatened before the National Labor Relations Board or Board. The Company has complied in all material respects with each, and is not in violation in any material respect of any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no material violations of any other labor relations tribunal Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or authority; (b) there are no, and in the three (3) years preceding the date benefits of this Agreement have been no, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances any employee or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) there are not, to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”)Person.

Labor and Employment Matters. Except as disclosed on Section 3.12 4.11 of the Company Disclosure Schedule: (a) there are noSchedule sets forth the name, address, social security number and in the three (3) years preceding the date current rate of this Agreement have been no, unfair labor practice charges or complaints pending against compensation of each employee of the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of this Agreement have been no, 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; (c) neither subsidiaries. Neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any collective bargaining agreementagreement or any other agreement with a labor union; (d) there are notand, to the Knowledge best knowledge of the Company, there has been no effort by any labor union organizing or decertification activities underway or threatened concerning during the 24 months prior to the date hereof to organize any employees of the Company or any of its Subsidiaries; (e) there are subsidiaries into one or more collective bargaining units. There is no material employmentpending or, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge best knowledge of the Company, no executive threatened labor dispute, strike or employee at work stoppage which affects or which may affect the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability business of the Company or any of its subsidiaries or which may interfere with its continued operations. None of the Company or any of its subsidiaries or, to conduct its business; and (h) the knowledge of the Company, any agent, representative or employee thereof has, within the past three (3) yearslast 24 months, committed any unfair labor practice as defined in the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988National Labor Relations Act, as amended, and there is no pending or, to the knowledge of the Company, threatened charge or complaint against the Company or any similar foreignof its subsidiaries by or with the National Labor Relations Board or any representative thereof. There has been no strike, state walkout or local lawwork stoppage involving any of the employees of the Company or any of its subsidiaries during the 24 months prior to the date hereof. Each of the Company and its subsidiaries has complied with applicable laws, regulation or ordinance (collectivelyrules and regulations relating to employment, civil rights and equal employment opportunities, including but not limited to, the “WARN Civil Rights Act of 1964, the Fair Labor Standards Act”), and the Americans with Disabilities Act, as amended. The Company has no knowledge that any executive or key employee or group of employees of the Company or any of its subsidiaries has any plans to terminate employment with the Company or any such subsidiary as a result of the transactions contemplated hereby or otherwise, other than any determination to terminate made by Acquiror in connection with the transactions contemplated hereby.

Labor and Employment Matters. Except as disclosed on set forth in Section 3.12 3.13 of the Company Disclosure Schedule: , (ai) there are noneither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other Contract with a labor union or labor organization, and in the three (3) years preceding the date no employee of this Agreement have been no, unfair labor practice charges or complaints pending against the Company or any Company Subsidiary before is represented by any labor organization with respect to such employee’s employment with the National Labor Relations Board Company or any Company Subsidiary, and no union organization activity is pending or, to the Knowledge of the Company, threatened involving any employee of the Company or a Company Subsidiary; (ii) there is no labor strike, work stoppage or slowdown, or other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of this Agreement have been no, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes dispute pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its SubsidiariesCompany Subsidiary; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (diii) there are notno complaints, charges or claims against the Company or any Company Subsidiary pending or, to the Knowledge of the Company, threatened with any union organizing public or decertification activities underway governmental authority, arbitrator or threatened concerning any employees court based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company or a Company Subsidiary of any of its Subsidiariesindividual; (eiv) the Company and the Company Subsidiaries are in compliance in all material respects with all Laws relating to the employment of labor, relating to the terms and conditions of employees, former employees or prospective employees and other labor-rated matters, including all Laws relating to discrimination, fair labor standards and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees, wages, hours, social benefits contributions, severance pay, the WARN Act, collective bargaining, civil rights, safety, health, immigration, workers’ compensation and the collection and payment of withholding or social security taxes and any similar tax, except for instances of non-compliance as would not reasonably likely be material to the Company and the Company Subsidiaries, taken as a whole; (v) there are has been no material employment, consulting “mass layoff” or severance agreements “plant closing” (as defined under the WARN Act) with respect to the Company or arrangements with any of a Company Subsidiary within the Company’s present or former directors, officers or other employeesprior six (6) months; and (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (gvi) to the Knowledge of the Company, no executive or employee at in the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past last three (3) years, no individual who has performed services for the Company or a Company Subsidiary has been improperly excluded from participation in any Company Plan or Non-U.S. Company Plan, and the Company or a Company Subsidiary has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amendedincurred, or does not reasonably expect to incur, any similar foreignmaterial current or contingent liability or obligation with respect to any misclassification of any person as an independent contractor rather than as an employee, state or local lawas exempt rather than non-exempt, regulation or ordinance (collectively, the “WARN Act”)with respect to any employee leased from another employer.

Labor and Employment Matters. Except as disclosed on Section 3.12 The Company is not a party to any labor or collective bargaining contract that pertains to its employees. To the Knowledge of the Company Disclosure Schedule: (a) or the Seller, there are nono organizing activities or collective bargaining arrangements that could affect the Company pending or under discussion with any labor organization or group of employees of the Company. Section 4.11 of the Disclosure Schedule sets forth (i) (A) a list of all directors, employees, contractors and consultants of the Company (including title and position) as of the date hereof, and (B) the base compensation and benefits of each such director, employee, contractor and consultant, and (ii) a list of all former directors, employees, contractors and consultants of the Company who are receiving benefits or scheduled to receive benefits in the three (3) years preceding future, and the date pension benefit, medical insurance coverage and other benefits of this Agreement each such former director, employee, contractor and consultant. There have not been nosince January 1, 2005 and there are not pending or threatened any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations that involve the labor or employment relations of the Company. There is no unfair labor practice charges practice, charge or complaints pending against complaint pending, unresolved or, to the Company or any Subsidiary the Seller's Knowledge, threatened before the National Labor Relations Board or Board. The Company has complied in all material respects with each, and is not in violation in any material respect of any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no material violations of any other labor relations tribunal Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or authority; (b) there are no, and in the three (3) years preceding the date benefits of this Agreement have been no, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances any employee or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) there are not, to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (e) there are no material employment, consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”)Person.

Labor and Employment Matters. Except as disclosed on in Section 3.12 3.12(a) of the Company Disclosure ScheduleLetter: (a) there are no, and in the three (3) years preceding the date of this Agreement have been no, unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of this Agreement have been no, 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; (ci) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreementagreement or other agreement with a labor union or like organization; (dii) to the Knowledge of the Company, as of the date hereof, there are notno activities or proceedings of any labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any labor or like organization; (iii) no employees of the Company or any of its Subsidiaries are represented by any labor union or works council; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, any union organizing threatened strike, lockout, slowdown, or decertification activities underway or threatened concerning work stoppage affecting any employees of the Company or any of its Subsidiaries; (ev) as of the date hereof, there are is no material employment, consulting unfair labor practice charge against the Company or severance agreements or arrangements with any of its Subsidiaries pending before the Company’s present National Labor Relations Board or former directors, officers or other employeesany comparable labor relations authority; (fvi) there are no written personnel policies, rules or procedures applicable to employees as of the Company; (g) date hereof, there is no pending or, to the Knowledge of the Company, no executive threatened grievance, charge, complaint, audit or employee at the store manager level investigation by or above (A) has before any present intention to terminate their employment, or (B) is a party Governmental Authority with respect to any confidentiality, non-competition, proprietary rights current or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability former employees of the Company to conduct or any of its businessSubsidiaries; and (hvii) within the past three (3) years, the Company has not implemented any plant closing or layoff and its Subsidiaries have complied in all material respects with all applicable Laws related to employment, employment practices, wages, hours, overtime, worker classification and other terms and conditions of employment (including the classification and compensation of employees that could implicate for purposes of the Worker Adjustment Fair Labor Standards Act and Retraining Notification Act cognate state laws) and other Laws in respect of 1988any reduction in force, as amendedincluding notice, or any similar foreign, state or local law, regulation or ordinance (collectively, the “WARN Act”)information and consultation requirements.

Labor and Employment Matters. Except as disclosed on set forth in Section 3.12 3.13 of the Company Disclosure Schedule: , (ai) there are noneither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining agreement or other Contract with a labor union or labor organization, and in the three (3) years preceding the date no employee of this Agreement have been no, unfair labor practice charges or complaints pending against the Company or any Company Subsidiary before is represented by any labor organization with respect to such employee’s employment with the National Labor Relations Board Company or any Company Subsidiary, and no union organization activity is pending or, to the Knowledge of the Company, threatened involving any employee of the Company or a Company Subsidiary; (ii) there is no labor strike, work stoppage or slowdown, or other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of this Agreement have been no, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes dispute pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its SubsidiariesCompany Subsidiary; (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (diii) there are notno complaints, charges or claims against the Company or any Company Subsidiary pending or, to the Knowledge of the Company, threatened with any union organizing public or decertification activities underway governmental authority, arbitrator or threatened concerning any employees court based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by the Company or a Company Subsidiary of any of its Subsidiariesindividual; (eiv) the Company and the Company Subsidiaries are in compliance in all material respects with all Laws relating to the employment of labor, relating to the terms and conditions of employees, former employees or prospective employees and other labor-rated matters, including all Laws relating to discrimination, fair labor standards and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees, wages, hours, social benefits contributions, severance pay, the WARN Act, collective bargaining, civil rights, safety, health, immigration, workers’ compensation and the collection and payment of withholding or social security taxes and any similar tax, except for instances of non-compliance as would not reasonably likely be material to the Company and the Company Subsidiaries, taken as a whole; (v) there are has been no material employment, consulting “mass TABLE OF CONTENTS​​ layoff” or severance agreements “plant closing” (as defined under the WARN Act) with respect to the Company or arrangements with any of a Company Subsidiary within the Company’s present or former directors, officers or other employeesprior six (6) months; and (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (gvi) to the Knowledge of the Company, no executive or employee at in the store manager level or above (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past last three (3) years, no individual who has performed services for the Company or a Company Subsidiary has been improperly excluded from participation in any Company Plan or Non-U.S. Company Plan, and the Company or a Company Subsidiary has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amendedincurred, or does not reasonably expect to incur, any similar foreignmaterial current or contingent liability or obligation with respect to any misclassification of any person as an independent contractor rather than as an employee, state or local lawas exempt rather than non-exempt, regulation or ordinance (collectively, the “WARN Act”)with respect to any employee leased from another employer.

Labor and Employment Matters. Except as disclosed on Section 3.12 The Company has provided Purchaser with a schedule that contains a complete and correct list of all employees of the Company whose annual compensation is greater than $75,000, together with the employees’ titles, current wages, salaries, hourly or daily rate of pay, bonus entitlement, date of hire, and primary work location. Except as set forth on the Seller Disclosure Schedule: , (ai) there none of the employees of the Company is represented by a labor union or organization, no labor union or organization is certified or recognized as a representative of any such employee and the Company is not a party to or bound by any collective bargaining agreement or other labor Contract; (ii) no labor organization or group of employees has filed any representation petition or made any written demand to the Company for recognition; (iii) no organizing or decertification efforts are nounderway, or to the Company’s Knowledge, threatened by any labor organization or group of employees with respect to the Company’s employees, and in the three (3) years preceding the date of this Agreement no such activities have been nooccurred since January 1, unfair labor practice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority2004; (biv) there are no, and in the three (3) years preceding the date of this Agreement have been no, strikesno labor strike, work stoppagesstoppage, slowdowns, lockouts, material arbitrations or material grievances slowdown or other material labor disputes dispute has occurred since January 1, 2004, and none is underway or, to the Company’s Knowledge, threatened; (v) there is no employment-related Action (including, without limitation any Action with respect to discrimination, harassment, wage payment, overtime and hours of work, workplace safety or any other employment-related issues) currently pending or, to the Knowledge of the Company’s Knowledge, threatened against threatened, in any forum, relating to an alleged violation or involving breach by the Company (or any of its Subsidiaries; officers or directors) of any Law or Contract, (c) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement; (d) there are not, to the Knowledge of the Company, any union organizing or decertification activities underway or threatened concerning any employees of the Company or any of its Subsidiaries; (evi) there are no material employment, consulting pending investigations or severance agreements abatement orders and no citations issued within the past 3 years by the Occupational Safety and Health Administration or arrangements with any of the Company’s present or former directors, officers or other employees; (f) there are no written personnel policies, rules or procedures applicable Governmental Authority relating to employees of the Company; (g) to the Knowledge of the Company, no executive or employee at the store manager level or above (Avii) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) yearsexcept for amounts outstanding in accordance with normal payroll practices, the Company has paid in full to all Employees, or accrued on its books, all wages, salaries, commissions, bonuses, benefits and other compensation due to such employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other applicable Law; (xiii) the Company is not closing, and since January 1, 2004 has not closed, any Facility, effectuated any layoffs of employees or implemented any plant closing early retirement, separation or layoff window program affecting Employees, nor has the Company planned or announced any such action or program for the future; and (ix) the Company is in compliance with its obligations pursuant to WARN, and all other notification obligations arising under Law. Other than the Change of Control Payments, since December 31, 2006 the Company has not made or granted any bonus or any wage or salary increase to any employee or group of employees that could implicate other than bonuses or increases made in the Worker Adjustment and Retraining Notification Act Ordinary Course of 1988, Business (except to any such employee whose annual salary is less than $50,000 or as amendedrequired by pre-existing contracts described on Schedule 4.8), or made or granted any similar foreignincrease in any Employee Plan or amended or terminated any Employee Plan or adopted any new Employee Plan or arrangement or entered into, state amended or local law, regulation terminated any collective bargaining agreement or ordinance (collectively, the “WARN Act”)other employment agreement.