Common use of Labor Matters; Employees Clause in Contracts

Labor Matters; Employees. (a) Schedule 3.13(a) lists all collective bargaining, labor or similar agreements, including material local or side agreements (other than Employee Benefit Plans as set forth in Section 3.10), in effect to which any IPC Company is a party or by which any IPC Company is bound or otherwise used in the Business). Copies of all such agreements have been made available to Purchaser. Since February 1, 2000, each IPC Company has complied in all material respects with its obligations related to, and is not in material default under, any collective bargaining agreement to which any IPC Company is a party or by which any IPC Company, the Business or the IPC Assets may be subject or bound. To the Knowledge of Seller, there are currently no union organizing activities relative to any IPC Company, the IPC Assets or the Business among the current employees of any IPC Company. Other than ordinary grievances concerning individual employees that are being resolved solely pursuant to internal grievance procedures and immaterial and ordinary course Actions pending or, to the Knowledge of Seller, threatened involving employment matters, (i) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the Knowledge of Seller, threatened against or directly and adversely affecting any IPC Company, the IPC Assets or the Business; (ii) there is no unfair labor practice charge or complaint against any IPC Company or involving the IPC Assets or the Business pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board or any similar state or foreign agency; and (iii) there is no pending or, to the Knowledge of Seller, threatened employee or governmental claim or investigation regarding employments matters, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, or, to the Knowledge of Seller, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs.

Labor Matters; Employees. (a) Schedule 3.13(a) lists all collective bargaining, labor or similar agreements, including material local or side agreements (other than Employee Benefit Plans Except as set forth in Section 3.10), in effect to which any IPC Company is a party or by which any IPC Company is bound or otherwise used in 2.13 of the Business). Copies of all such agreements have been made available to Purchaser. Since February 1, 2000, each IPC Company has complied in all material respects with its obligations related to, and is not in material default under, any collective bargaining agreement to which any IPC Company is a party or by which any IPC Company, the Business or the IPC Assets may be subject or bound. To the Knowledge of Seller, there are currently no union organizing activities relative to any IPC Company, the IPC Assets or the Business among the current employees of any IPC Company. Other than ordinary grievances concerning individual employees that are being resolved solely pursuant to internal grievance procedures and immaterial and ordinary course Actions pending or, to the Knowledge of Seller, threatened involving employment mattersBreitling Disclosure Schedule, (i) as of the date of this Agreement, there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the Knowledge knowledge of SellerBreitling, threatened against or directly and adversely affecting Breitling and, during the past five years, there has not been any IPC Companysuch action, the IPC Assets or the Business; (ii) Breitling is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Breitling, (iii) none of the employees of Breitling are represented by any labor organization and Breitling does not have any knowledge of any current union organizing activities among the employees of Breitling, (iv) Breitling has at all times been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, (v) as of the date of this Agreement, there is no unfair labor practice charge or complaint against any IPC Company or involving the IPC Assets or the Business Breitling pending or, to the Knowledge knowledge of SellerBreitling, threatened before the National Labor Relations Board or any similar state or foreign agency; and , (iiivi) as of the date of this Agreement, there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to Breitling, (vii) as of the date of this Agreement, neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending orcitations, relating to Breitling, and (viii) as of the Knowledge date of Sellerthis Agreement, threatened there is no employee or governmental claim or investigation regarding employments mattersrelating to Breitling, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, or, to the Knowledge of Seller, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

Labor Matters; Employees. (a) Schedule 3.13(a) lists all collective bargaining, labor or similar agreements, including material local or side agreements (other than Employee Benefit Plans Except as set forth in Section 3.10)3.13 of the Seller Disclosure Schedule and except as would not, in effect to which any IPC Company is a party individually or by which any IPC Company is bound or otherwise used in the Business). Copies of all such agreements have been made available to Purchaser. Since February 1aggregate, 2000, each IPC Company has complied result in all material respects with its obligations related to, and is not in material default under, any collective bargaining agreement to which any IPC Company is a party or by which any IPC Company, the Business or the IPC Assets may be subject or bound. To the Knowledge of Seller, there are currently no union organizing activities relative to any IPC Company, the IPC Assets or the Business among the current employees of any IPC Company. Other than ordinary grievances concerning individual employees that are being resolved solely pursuant to internal grievance procedures and immaterial and ordinary course Actions pending or, to the Knowledge of Seller, threatened involving employment mattersSeller Material Adverse Effect, (i) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the Knowledge of SellerSellers’ Knowledge, threatened against or directly and adversely affecting employees who are employed in the Business and, during the past three years, there has not been any IPC Companysuch action, the IPC Assets (ii) no Business Owning Entity is a party to or bound by any collective bargaining, pre-hire agreement or similar agreement with any trade union or labor organization, or work rules or practices agreed to with any trade union or labor organization or employee association applicable to employees of such Business Owning Entity with respect to conduct of the Business; , (iiiii) none of the employees of any Business Owning Entity are represented by any labor organization and to Sellers’ Knowledge, as of the Effective Date, none of the Business Owning Entities have any union organizing activities among the employees of the Business Owning Entities, (iv) the Business Owning Entities have each at all times been in compliance with all Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other Law, (v) there is no unfair labor practice charge or complaint against any IPC Company Business Owning Entity relating to employees who are or involving the IPC Assets or were employed in the Business pending or, to the Knowledge of SellerSellers’ Knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency; and , (iiivi) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure with respect to any Business Owning Entity relating to employees who are employed or were employed in the Business, (vii) neither the Occupational Safety and Health Administration nor any other Governmental Authority has threatened to file any citation, and there are no pending orcitations, with respect to a Business Owning Entity relating to employees who are or were employed in the Knowledge of SellerBusiness, threatened (viii) there is no employee or governmental claim or investigation regarding employments mattersinvestigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, or, to the Knowledge of Sellerother Governmental Authority, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance ProgramsPrograms or similar Government Authority, Workers’ Compensation claims, sexual harassment, discrimination or retaliation complaints or demand letters or threatened claims and (ix) all current and former employees of any Business Owning Entity have been, or will have been on or before the Closing Date, paid in full (or appropriate accruals will have been made in accordance with GAAP) for all wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick pay, and any other compensation for all services performed by them and accrued up to the Closing Date, payable in accordance with the obligations of the Business Owning Entity under any Law, employment or labor practice and policy, or any collective bargaining agreement or individual agreement to which the Business Owning Entity is a party, or by which the Business Owning Entity is bound.

Labor Matters; Employees. (a) Schedule 3.13(a) lists all collective bargaining, labor or similar agreements, including in- cluding material local or side agreements (other than Employee Benefit Plans as set forth in Section 3.10), in effect to which any IPC Company is a party or by which any IPC Company is bound or otherwise used in the Business). Copies of all such agreements have been made available to Purchaser. Since February 1, 2000, each IPC Company has complied in all material ma- terial respects with its obligations related to, and is not in material default under, any collective collec- tive bargaining agreement to which any IPC Company is a party or by which any IPC CompanyCom- pany, the Business or the IPC Assets may be subject or bound. To the Knowledge of Seller, there are currently no union organizing activities relative to any IPC Company, the IPC Assets As- sets or the Business among the current employees of any IPC Company. Other than ordinary grievances concerning individual employees that are being resolved solely pursuant to internal inter- nal grievance procedures and immaterial and ordinary course Actions pending or, to the Knowledge of Seller, threatened involving employment matters, (i) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the Knowledge of Seller, threatened against or directly and adversely affecting any IPC Company, the IPC Assets As- sets or the Business; (ii) there is no unfair labor practice charge or complaint against any IPC Company or involving the IPC Assets or the Business pending or, to the Knowledge of Seller, threatened before the National Labor Relations Board or any similar state or foreign agency; and (iii) there is no pending or, to the Knowledge of Seller, threatened employee or governmental claim or investigation regarding employments matters, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, or, to the Knowledge of Seller, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs.

Labor Matters; Employees. (a) Schedule 3.13(a) lists all collective bargaining, labor or similar agreements, including material local or side agreements (other than Employee Benefit Plans Except as set forth in Section 3.10), in effect to which any IPC Company is a party or by which any IPC Company is bound or otherwise used in 5.16(a) of the Business). Copies of all such agreements have been made available to Purchaser. Since February 1, 2000, each IPC Company has complied in all material respects with its obligations related to, and is not in material default under, any collective bargaining agreement to which any IPC Company is a party or by which any IPC Company, the Business or the IPC Assets may be subject or bound. To the Knowledge of Seller, there are currently no union organizing activities relative to any IPC Company, the IPC Assets or the Business among the current employees of any IPC Company. Other than ordinary grievances concerning individual employees that are being resolved solely pursuant to internal grievance procedures and immaterial and ordinary course Actions pending or, to the Knowledge of Seller, threatened involving employment mattersUMC Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the Knowledge knowledge of SellerUMC, threatened against or directly and adversely affecting UMC or any IPC Companyof its Subsidiaries and, during the IPC Assets or the Business; past five years, there has not been any such action, (ii) none of UMC or any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to a material number of employees of UMC or any of its Subsidiaries, (iii) no material number of the employees of UMC or any of its Subsidiaries are represented by any labor organization and none of UMC or any of its Subsidiaries have any knowledge of any current union organizing activities among a material number of employees of UMC or any of its Subsidiaries nor does any question concerning representation exist concerning such employees, (iv) UMC and its Subsidiaries have each at all times been in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, (v) there is no material unfair labor practice charge or complaint against any IPC Company of UMC or involving the IPC Assets or the Business any of its Subsidiaries pending or, to the Knowledge knowledge of SellerUMC, threatened before the National Labor Relations Board or any similar state or foreign agency; and , (iiivi) there is no pending ormaterial grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to UMC or any of its Subsidiaries, to and (vii) neither the Knowledge Occupational Safety and Health Administration, the Department of SellerLabor, threatened employee or governmental claim or investigation regarding employments matters, including any charges to the Equal Employment Opportunity Commission nor any corresponding state agency has threatened to file any citation, and there are no pending citations, relating to UMC or state employment practice agency, or, to the Knowledge any of Seller, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programsits Subsidiaries.

Labor Matters; Employees. (a) Schedule 3.13(a) lists all collective bargaining, labor or similar agreements, including material local or side agreements (other than Employee Benefit Plans as set forth in Section 3.10), in effect to which any IPC Company Seller is a party or by which any IPC Company is bound or otherwise used in the Business). Copies of all such agreements have been made available to Purchaser. Since February 1, 2000, each IPC Company has complied in all material respects with its obligations related to, and is not in material default under, any collective bargaining agreement to which any IPC Company is a party or by which any IPC Company, the Business or the IPC Purchased Assets may be subject or bound. To the Knowledge of SellerSellers, there are currently no union organizing activities relative to any IPC Company, the IPC Purchased Assets or the Business among the current employees of any IPC Company. Other than ordinary grievances concerning individual employees that are being resolved solely pursuant to internal grievance procedures and immaterial and ordinary course Actions pending or, to the Knowledge of SellerSellers, threatened involving employment matters, (i) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the Knowledge of SellerSellers, threatened against or directly and adversely affecting any IPC Company, the IPC Purchased Assets or the Business; (ii) there is no unfair labor practice charge or complaint against any IPC Company or involving the IPC Purchased Assets or the Business pending or, to the Knowledge of SellerSellers, threatened before the National Labor Relations Board or any similar state or foreign agency; and (iii) there is no pending or, to the Knowledge of SellerSellers, threatened employee or governmental claim or investigation regarding employments matters, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, or, to the Knowledge of SellerSellers, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs.