Common use of Labor Relations; Compliance Clause in Contracts

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has been or not been, and is not, a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to the Company's Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired Except as disclosed in Part 3.20 of the Disclosure Letter, the Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company None of the Borrowers has been or is a party to any collective bargaining or other labor contract or agreementContract. Except as disclosed in Schedule "3.21" annexed hereto, and there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company Borrower relating to the alleged violation of any Legal Requirement Applicable Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Borrowers or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout lock-out of any employees by any Acquired CompanyBorrower, and no such action is contemplated by any Acquired CompanyBorrower. Each Acquired Company Borrower has complied in all respects with all Legal Requirements Applicable Law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Borrower is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsApplicable Law.

Labor Relations; Compliance. No Acquired Company Buyer has not been or is not a party to (or bound by the terms of) any collective bargaining or other labor contract or agreementContract. Since December 31, and 2003, there has not been, there is not presently pending or existing, and to Buyer’s Knowledge, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company Buyer relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Buyer or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Buyer’s Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyBuyer, and no such action is contemplated by any Acquired CompanyBuyer. Each Acquired Company Buyer has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, collective bargaining, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Buyer is not liable for the payment of any compensation, workers compensation, unemployment compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, due, outstanding and payable as at the date of this Agreement, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or and is not a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and and, to Original Shareholders' or the Company's Knowledge, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Original Shareholders' or the Company's Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Since March 31, 1999, the Company has not been or is a party to any collective bargaining or other labor contract or agreementContract. Since March 31, and 1999, there has not been, there is not presently pending or existing, and to Seller's Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Seller's Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Since January 1, 1999, the Company has not been or nor is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 1999, there has not been, there is not presently pending or existing, and to Seller's Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Seller's Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Xxxxx Party has been or nor is it now a party to any collective bargaining or other labor contract or agreement, and there contract. There has not been, there is not presently pending or existing, and to the knowledge of Xxxxx, GSAC, the Subsidiaries and Matrix there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process, (b) any Proceeding against or affecting any Acquired Company Xxxxx Party relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Xxxxx Party or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyXxxxx Party, and no such action is contemplated by any Acquired CompanyXxxxx Party. Each Acquired Company Xxxxx Party has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Xxxxx Party is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has Since January 1, 1994, Sellers have not been or is and are not a party to any collective bargaining or other labor contract or agreementContract which affects the Business. Since January 1, and 1994, there has not been, there is not presently pending or existing, and to Sellers' Knowledge, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company either Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Sellers or their Sellers' premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanySellers, and no such action is contemplated by any Acquired CompanySellers. Each Acquired Company has Sellers have in respect to the Business complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is Sellers are not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or nor is it a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agentagent affecting the Company. No To the Knowledge of the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Since April 30, 1995, the Company has not been or and is not a party to any collective bargaining or other labor contract or agreementContract. Since April 30, and 1995, there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or similar employee grievance process, (b) except as set forth in Part 3.21 of the Disclosure Letter, any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could reasonably be expected to provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Seller has been or not been, nor is it, a party to any collective bargaining or other labor contract or agreementcontract. Except as set forth on SCHEDULE 4.21, and there has not been, there is not presently pending or existing, and to the Knowledge of Seller there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any material written charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Seller or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of Seller, no event has occurred or circumstance exists that could provide the basis for any material work stoppage or other material labor dispute. There is no lockout of any employees by any Acquired CompanySeller, and no such action is contemplated by any Acquired CompanySeller. Each Acquired Company has complied To the Knowledge of Seller, Seller is in substantial compliance in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Except as set forth on SCHEDULE 4.21, Seller is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for material failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Except as set forth in Part 3.21 of the Disclosure Letter, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Seller’s Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Except as set forth in Part 3.21 of the Disclosure Letter, since January 1, 1993: (a) neither the Partnership nor any Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, Contract; and (b) there has not been, there is not presently currently pending or existing, and there is not Threatened, (ai) any strike, slowdown, picketing, work stoppage, or employee grievance process, (bii) any Proceeding against or affecting the Partnership or any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Partnership and the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (ciii) any application for certification of a collective bargaining agent. No To the Knowledge of Seller, the Partnership and the Acquired Companies, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Partnership or any Acquired Company, and no such action is contemplated by the Partnership or any Acquired Company. Each Except as set forth in Part 3.21 of the Disclosure Letter, (x) the Partnership and each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No ; and (y) neither the Partnership nor any Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Since December 31, 2005, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Since December 31, and 2005, there has not been, there is not presently pending or existing, and to Sellers’ Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. To Sellers’ Knowledge No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or in the past and is not now a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to the Company's Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described the breach of which would result in Part 3.21 of the Disclosure LetterDamages to Buyer, or (c) any application for certification of a collective bargaining agent. No To the Company's Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closingclosing where the failure of such compliance would have an adverse effect on the Buyer. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsRequirements where the failure of such compliance would result in Damages to Buyer.

Labor Relations; Compliance. No Since January 1, 1997, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 1997, there has not been, there is not presently pending or existing, and and, to the Knowledge of the Company, there is not Threatened, : (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, ; (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, ; or (c) any application for certification of a collective bargaining agent. No To the Knowledge of the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each To the Knowledge of the Company, each Acquired Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Companies has not been or is not a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not never been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company Companies relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyCompanies, and no such action is contemplated by any Acquired CompanyCompanies. Each Acquired Company Companies has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Companies is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Since January 1, 2004, the Company has not been or is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 2004, there has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or As at the date hereof, neither VECO nor any Included Subsidiary is a party to or bound by or subject to any collective Collective Agreement, has made any commitment to, or conducted any negotiation or discussion with, any labor union or employee association with respect to any future agreement or arrangement, or is required to recognize any labor union or employee association representing its Employees or any agent having bargaining rights for its Employees, and, to the Knowledge of VECO, there is no current attempt to organize, certify or other establish any labor contract union or agreementemployee association with respect to Employees nor has there been any attempt to do so during the period of two years preceding the date hereof. Since March 31, and 2004, there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee Employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee Employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, any provincial labor relations board in Canada, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To VECO’s Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees Employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closingclosing and has complied with all of the terms and conditions of each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative, trustee or administrator of a group of Employees. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsRequirements or Collective Agreements. The consummation of the Transaction will not cause CH2M HILL or any Acquired Company to incur or suffer any liability relating to, or obligation to pay, severance, termination or other payments to any person except as required by law or the terms of VECO Plans or VECO Other Benefit Obligations or as otherwise set forth in the Disclosure Letter.

Labor Relations; Compliance. No Except as set forth at Part 4.20 of the Disclosure Schedule, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there has not been, there Contract. There is not presently pending or existingpending, and to the Knowledge of Sellers and the Acquired Companies there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or material employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, material organizational activity, or other material labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure LetterCompanies, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of Sellers and the Acquired Companies, no event has occurred or circumstance exists that could reasonably provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied is in compliance in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, works agreements, the payment of social security and similar taxes, occupational safety and health, and plant closing. No , and no Acquired Company is liable for the payment of any material compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or and is not currently a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending pending, existing or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements. Part 3.23 of the Disclosure Schedule contains a complete and correct list of all employees of the Company whose employment by the Company was terminated within the past three years for any reason (whether voluntarily or involuntarily and whether initiated by the Company or the employee).

Labor Relations; Compliance. No Acquired Since January 1, 1994, the Company has not been or nor is currently a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 1997, there has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Neither the Company nor UAC has been or and is not a party to any collective bargaining or other labor contract or agreementContract. Since December 31, and 2004, there has not been, there is not presently pending or existing, and and, to the Company's knowledge, there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding legal proceeding against or affecting any Acquired the Company or UAC relating to the alleged violation of any Legal Requirement legal requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Bodygovernmental body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their UAC or its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists circumstances exist that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Companythe Company or UAC, and no such action is contemplated by any Acquired the Company or UAC. Except as set forth in Section 5.19 of the Company Disclosure Letter, to the knowledge of the Company. Each Acquired , the Company has and UAC have complied in all respects with all Legal Requirements legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Neither the Company nor UAC is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other material amounts, however designated, for the failure to comply with any of the foregoing Legal Requirementslegal requirements.

Labor Relations; Compliance. No Acquired Since January 1, 2003, the Company has not been or is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 2003, there has not been, there is not presently pending or existing, and to Owners' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To either Owner's Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has been or is not a party to any collective bargaining agreement or any other labor-related Contract with any labor contract union or agreement, and there has not beenlabor organization. Except as set forth in Section 3.20(a) of the Disclosure Schedules, there is not presently pending or existing, and and, to the Knowledge of the Company, there is not Threatened, (ai) any strike, slowdown, picketing, work stoppage, or employee grievance process, (bii) any Proceeding or Order against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure LetterCompany, or (ciii) any petition or application for certification of a collective bargaining agent. No To the Knowledge of the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputedispute by employees of the Company. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has not been requested to engage in collective bargaining with any labor organization. The Company is not currently engaged in or obligated to engage in collective bargaining with any labor organization. The Company has complied in all material respects with all Legal Requirements and Contracts relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxessecurity, occupational safety and health, and plant closingclosing or layoff of employees. No Acquired The Company is not liable for the payment of any compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements, Orders, or Contracts.

Labor Relations; Compliance. No Since June 17, 1996, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Since June 17, and 1996, there has not been, there is not presently pending or existing, and to Primal’s Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Primal’s Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment payment, except as set forth in Part 4.21 of the Primal Disclosure Letter, of social security and similar taxes, occupational safety and health, and plant closing. No Except as set forth in Part 4.21 of the Primal Disclosure Letter, no Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No The Acquired Company has not been or nor is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 1996, there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each To Sellers' Knowledge, each Acquired Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No To Sellers' Knowledge, no Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Except as set forth in Schedule 2.22, no Acquired Company has been or nor is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing or other Legal Requirements.

Labor Relations; Compliance. No Acquired Except as set forth in Schedule 2.16 neither Sellers ( with respect to the Foodservice Business) nor the Company during the past three years has been been, or is presently is, a party to to, any collective bargaining or other labor contract or agreement, and Contract. During the past three years there has not been, and presently there is not presently no pending or existing, and to Sellers' Knowledge there is not Threatened, threatened (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding material proceeding against or affecting any Acquired the Company or the Foodservice Business relating to the alleged violation of any Legal Requirement Requirements pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Foodservice Business, the Company or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees of the Foodservice Business by any Acquired Sellers or the Company, and no such action is contemplated by any Acquired Sellers or the Company. Each Acquired of the Sellers (with respect to the Foodservice Business) and the Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Neither Sellers (with respect to the Foodservice Business) nor the Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to each Seller's Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To each Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired To each Seller's Knowledge, the Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired To each Seller's Knowledge, the Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired (a) The Company has been or is not a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to the Knowledge of the Company and the Owners there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding pending proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement legal requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure LetterCompany, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired Companycontemplated. Each Acquired The Company has complied in all respects with all Legal Requirements legal requirements, the failure to comply with which could result in Liabilities in excess of $5,000, relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxesTaxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirementslegal requirements, or for any other legal requirement relating to the employer-employee relationship.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other union labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputestoppage. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired Except as set forth in Part 3.21 of the Disclosure Letter, the Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Except as set forth in Part 3.21 of the Disclosure Letter, the Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Neither Netect nor any of its Subsidiaries has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, existing and to Netect's Knowledge there is not Threatened, (ai) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process, (bii) any Proceeding against or affecting any Acquired Company Netect or its Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Commission or any comparable Governmental Body, organizational activity, activity or other labor or employment dispute against or affecting any of the Acquired Companies Netect or their premises, except as described in Part 3.21 of the Disclosure Letter, its Subsidiaries or (ciii) any application for certification of a collective bargaining agent. No To Netect's Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyNetect or its Subsidiaries, and no such action is contemplated by any Acquired Companycontemplated. Each Acquired Company has Netect and its Subsidiaries have complied in all respects with all material Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is Netect and its Subsidiaries are not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Except as set forth on Schedule 3.21, the Company has not been or nor is a party to any collective bargaining or other labor contract or agreementcontract. Since the date of the Interim Balance Sheet, and there has not been, there is not presently pending or existing, and to the Seller's Knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, or (b) any Proceeding proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement requirement of law pertaining to labor relations or employment matters, including any charge or complaint filed by an any employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational organization activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises. To Seller's Knowledge, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements requirements of law relating to employment, equal employment opportunity, nondiscriminationnon-discrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Each Acquired Company has not been or nor is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the each Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of the Sellers and Acquired Companies, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No None of the Acquired Company Companies is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing or other Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to the Knowledge of Sellers and the Company there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of Sellers and the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired Except as set forth in Section 3.21 of the Disclosure Letter, the Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxesTaxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Since the date of its respective incorporation, no Acquired Company has been or is a party to any collective bargaining or other labor contract Contract. Since the date of its respective incorporation and except with respect to matters which have heretofore been concluded without any resultant material adverse impact on the business, operations, assets, condition or agreementprospects of any Acquired Company, and there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Except as disclosed in Schedule 5.21, neither the Seller nor CML has been or is a party to any collective bargaining or other labor contract or agreementContract. Except as disclosed on Schedule 5.21, and there has not been, there is not presently pending or existing, and KIB, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company the Business or CML relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Business or their premises, except as described in Part 3.21 of the Disclosure LetterCML, or (c) any application for certification of a collective bargaining agent. No KIB, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout Each of any employees by any Acquired Company, the Seller and no such action is contemplated by any Acquired Company. Each Acquired Company CML has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Neither Seller nor CML is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or nor is it currently a party to any collective bargaining or other labor contract or agreement, and there has not been, there Contract. There is not presently pending or existing, and there is not not, to the Knowledge of Sellers, Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described disclosed in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of Sellers, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired To the Knowledge of Sellers, the Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired To the Knowledge of Sellers, the Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Except as set forth in Schedule 2.23 each Acquired Company has not been or nor is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the each Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No None of the Acquired Company is Companies are liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing or other Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (ai) any strike, slowdown, picketing, work stoppage, or employee grievance process, (bii) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute dispute, including without limitation sexual harassment charges, against or affecting any of the Acquired Companies Company or their premises, except as described in Part 3.21 of the Disclosure Letter, or (ciii) any application for certification of a collective bargaining agent. No To the Knowledge of Xxxx or any Acquired Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputedispute after the Effective Date. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and [to Sellers' Knowledge] there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Except as set forth in Schedule 2.20, no Acquired Company has been or is a party to any collective bargaining or other collective labor contract or agreement, and there Contract. There has not beenbeen since January 1, 2004, there is not presently pending or existing, and to the Knowledge of the Seller there is not Threatened, (ai) any strike, slowdown, picketing, work stoppage, or employee grievance process, (bii) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commissionany labor authorities, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any Acquired Company or its premises. To the Knowledge of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No Seller no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, and occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Since January 1, 2004, the Company has not been or is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 2004, there has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Since the first day of the last completed fiscal year of the Acquired Companies, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Since the first day of the last completed fiscal year of the Acquired Companies, and there has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or and is not a party to any collective bargaining or other labor contract or agreement, and there union contract. There has not been, there is not presently pending or existing, and to the Knowledge of the Company there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Company's Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Since December 31, 2003, the Company has not been or is a party to any collective bargaining or other labor contract or agreementContract. Since December 31, and 2005, there has not been, there is not presently pending or existing, and to the Knowledge of Sellers and the Company there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee employee, Temp or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company None of the Company, the Subsidiaries or the Schools has been or nor is any of them a party to any collective bargaining or other labor contract or agreementcontract. Except as set forth on Schedule 4.23, and there has not been, there is not presently pending or existing, and to the best of Sellers' knowledge, there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company the Company, the Subsidiaries or the Schools relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Health and Safety Administration, or any comparable state or federal Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company, the Subsidiaries, the Schools or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the best of Sellers' knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor disputedispute involving the Company or the Subsidiaries. There is no lockout of any employees by any Acquired Companythe Company or the Subsidiaries, and no such action is contemplated by any Acquired Companycontemplated. Each Acquired The Company has and the Subsidiaries have complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing, except where the failure to comply would not have a material adverse effect upon the Company, the Subsidiaries or their assets. No Acquired The Company and the Subsidiaries are in compliance with the Worker Adjustment and Retraining Notification Act ("WARN") and any other similar applicable state and/or local laws regarding employees, and, where applicable, have provided its employees with such advance notice of termination of employment as required by WARN, or other applicable state or local laws, except where the failure to comply or provide notice would not have a material adverse effect upon the Company, the Subsidiaries or their respective assets. Except as set forth on Schedule 4.23, none of the Company or the Subsidiaries is liable for subject to any award, decision, injunction, judgment, ruling or verdict, requiring the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Since January 1, 2008, the Acquired Company has not been or is not a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 2008, there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any the Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers’ Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any the Acquired Company, and no such action is contemplated by any the Acquired Company. Each To the Knowledge of Sellers the Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, and occupational safety and health, . All employees of the Acquired Company are in compliance with U.S. immigration laws and plant closing. No can legally work in the U.S. The Acquired Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Except as disclosed on Part 4.20 of the Disclosure Schedule, Housewares has not been or is has not been a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Seller's Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company Housewares relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Housewares or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Seller's Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyHousewares, and no such action is contemplated by any Acquired CompanyHousewares. Each Acquired Company Housewares has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Housewares is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is Schedule 4.23 contains a party to any complete and accurate list of all collective bargaining or other labor contract contracts to which the Company or agreementany Subsidiary is, and or at any time since December 31, 1998 has been, a party. Since December 31, 1998, there has not been, and there is not presently currently, pending or existing, and there is not Threatenedand has not been threatened, (a) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process, pending; (b) any Proceeding against or affecting the Company or any Acquired Company Subsidiary relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge charge, claim, action or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the United States Department of Labor or any comparable Governmental Body, any organizational activity, activity or any other labor or employment dispute against or affecting the Company or any of the Acquired Companies Company Subsidiary or their premises, except as described in Part 3.21 of the Disclosure Letter, or ; (c) any application for certification of a collective bargaining agent; or (d) any organizational activity by its employees. No To the Knowledge of the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any Acquired CompanyCompany Subsidiary, and no such action is contemplated by the Company or any Acquired CompanyCompany Subsidiary. Each Acquired The Company has and its Subsidiaries have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, employee leave, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closingclosings. No Acquired Neither the Company nor any Company Subsidiary is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Since December 31, 1998, no Acquired Company or VetMall, LLC has been or is a party to any collective bargaining or other labor contract or agreementContract. Since December 31, and 1998, there has not been, there is not presently pending or existing, and to the Sellers' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Sellers' Knowledge, no event has occurred or circumstance exists that could reasonably provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing, where such failure to comply would have a material adverse effect on it. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not not, to Sellers' and each Acquired Company's knowledge, Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure LetterCompany, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is -22- 27 contemplated by any Acquired Company. Each Acquired Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, and occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Except as set forth in Schedule 2.15, neither SF Stores (with respect to the Retail Store Business) nor AFD (with respect to the Meat Processing Business) during the past three years has been been, or is presently is, a party to to, any collective bargaining or other labor contract or agreement, and Contract. During the past three years there has not been, and presently there is not presently no pending or existing, and to the Knowledge of the Seller Parties there is not Threatened, threatened (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding material proceeding against or affecting any Acquired Company SF Stores, AFD, the Retail Store Business, or the Meat Processing Business relating to the alleged violation of any Legal Requirement Requirements pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of SF Stores, AFD, the Acquired Companies Retail Store Business, the Meat Processing Business, or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of the Seller Parties, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees of the Retail Store Business or the Meat Processing Business by any Acquired CompanySF Stores or AFD, and no such action is contemplated by any Acquired CompanySF Stores or AFD. Each Acquired Company of SF Stores and AFD has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Neither SF Stores nor AFD is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company None of the Xxxx II Entities nor HELP has ever been or nor is a party to any collective bargaining or other labor contract or agreementcontract. Since December 31, and 1997, there has not been, there is not presently pending or existing, and to the Sellers' knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) except as set forth in Part 3.21 of the Xxxx Disclosure Letter, any Proceeding proceeding against or affecting any Acquired Company Xxxx II Entity relating to the alleged violation of any Legal Requirement requirement of law pertaining to labor relations or employment matters, including any charge or complaint filed by an any employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational organization activity, or other labor or employment dispute against or affecting any of the Acquired Companies Xxxx II Entities, or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Sellers' knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyXxxx II Entity, and no such action is contemplated by any Acquired Companyof the Xxxx II Entities. Each Acquired Company of the Xxxx II Entities and HELP has complied in all material respects with all Legal Requirements requirements of law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company None of the Xxxx II Entities nor HELP is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however however, designated, for failure to comply with any of for the foregoing Legal Requirementsrequirements of law.

Labor Relations; Compliance. No Since January 1, 2005, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 2005, there has not been, there is not presently pending or existing, and to Seller’s Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Each of the Company and its Subsidiaries has not been or and is not a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting the Company or any Acquired Company Subsidiary relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting the Company, any Subsidiary or any of the Acquired Companies its or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any Acquired CompanySubsidiary, and no such action is contemplated by the Company or any Acquired CompanySubsidiary. Each Acquired of the Company and its Subsidiaries has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Each of the Company and its Subsidiaries is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Seller has been or not been, nor is it, a party to any collective bargaining or other labor contract or agreementcontract. Except as set forth on Schedule 4.21, and there has not beenbeen within the past three (3) years, there is not presently pending or existingexisting and, and to the Knowledge of Seller, there is not Threatened, Threatened (a) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process, ; (b) any Proceeding against or affecting any Acquired Company Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee, former employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Commission or any comparable Governmental Body, organizational activity, activity or other labor or employment dispute against or affecting any of the Acquired Companies Seller or their its premises, except as described in Part 3.21 of the Disclosure Letter, ; or (c) any application for certification of a collective bargaining agent. No To the Knowledge of Seller and the Shareholders, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, Seller and no such action is contemplated by any Acquired CompanySeller. Each Acquired Company has complied Seller is in substantial compliance in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closing. No Acquired Company Except as set forth on Schedule 4.21, Seller is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Seller's Knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) except as disclosed in Section 3.21 of the Disclosure Letter, any Proceeding proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could reasonably provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company (a) The Special Partnership has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Seller' Knowledge, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company the Special Partnership relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Special Partnership or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Companythe Special Partnership , and no such action is contemplated by any Acquired Companythe Special Partnership. Each Acquired Company The Special Partnership has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company The Special Partnership is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or Seller is not a party to any collective bargaining or other labor contract or agreement, and there has not been, there Contract. There is not presently pending or existing, and to Seller's Knowledge there is not Threatened, with respect to the Subject Business or any Subject Employee, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Seller or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could currently provide the a valid basis for any work stoppage or other labor dispute. There is no lockout of any employees Subject Employee by any Acquired CompanySeller, and no such action is contemplated has been taken by any Acquired CompanySeller. Each Acquired Company With respect to each Subject Employee, Seller has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company Seller is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Except as set forth on Part 4.20 of the Disclosure Letter, since January 1, 1993, no Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 1993, there has not been, there is not presently pending or existing, and to the Principals' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Principals' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementSince their respective ------------------------------- inceptions, and there has not been, there is not presently pending or existing, and to the respective party's knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process, (b) any Proceeding against or affecting any Acquired Company TDT or Subsidiaries relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Bodygovernmental body, organizational activity, or other labor or employment dispute against or affecting any of TDT, the Acquired Companies Subsidiaries or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyTDT or Subsidiaries, and no such action is contemplated by any Acquired CompanyTDT or Subsidiaries. Each Acquired Company has To the respective party's knowledge, TDT and Subsidiaries have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closing. No Acquired Company is Neither TDT nor Subsidiaries have been determined liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or and is not a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and and, to Sellers' Knowledge, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired To Sellers' Knowledge, the Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired To Sellers' Knowledge, the Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementSince January 1, and 1996, there has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Network 40 or either Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Network 40 or either Company or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Network 40 or either Company, and no such action is contemplated by any Acquired Network 40 or either Company. Each Acquired Company of Network 40 and the Companies has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing, except where the failure to so comply has not had and will not have a material adverse effect on them or their business. No Acquired Network 40 is not, and no Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired To Sellers' knowledge, the Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsRequirements that would have a material adverse effect of the Company.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Sellers' Knowledge there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, 28 equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closingclosing except where the failure to comply would create a material adverse effect to Company. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Each of the Company and its Subsidiaries has not been or nor is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting the Company or any Acquired Company Subsidiary relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting the Company or any of the Acquired Companies Subsidiary or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of the Sellers and the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by the Company or any Acquired CompanySubsidiary, and no such action is contemplated by the Company or any Acquired CompanySubsidiary. Each Acquired of the Company and its Subsidiaries has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired None of the Company or its Subsidiaries is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing or other Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or and is not a party to any collective bargaining or other labor contract or agreementContract. Except as set forth in Section 3.17 of the Company Disclosure Letter, and since December 31, 2003, there has not been, there is not presently pending or existing, and and, to the Company’s Knowledge, there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any written charge or written complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists circumstances exist that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired Except as set forth in Section 3.17 of the Company Disclosure Letter, to the Knowledge of the Company, the Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other material amounts, however designated, for the failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Sellers' Knowledge, there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To Sellers' Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each The Acquired Company has Companies have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closingclosings. No Acquired Company is liable for the payment of any material compensation, damages, Taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal RequirementsRequirements in all material respects.

Labor Relations; Compliance. No Acquired Since January 1, 1996, the Company has not been or is a party to any collective bargaining or other labor contract or agreementcontract. Since January 1, and 1996, there has not been, there is not presently pending or existing, and to the Trust's Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Trust's Knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired the Company, and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company Since inception, N21 has not been or and is not now a party to any collective bargaining or other labor contract or agreementContract with a Union. Since inception, and there has not been, there is not presently pending or existing, and there is not Threatenedthreatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) to N21's or Boynton's Knowledge, any Proceeding against or affecting any Acquired Company N21 relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies N21 or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) to N21's or Boynton's Knowledge, any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, N21 and no such action is contemplated by any Acquired CompanyN21. Each Acquired Company N21 has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company N21 is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to the Principal Shareholders’ and the Company’s Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could reasonably be expected to provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of the Principal Seller and the Company, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout To the Knowledge of any employees by any Acquired the Principal Seller and the Company, and no such action is contemplated by any Acquired Company. Each Acquired the Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired To the Knowledge of the Principal Seller and the Company, the Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company CDT is not, and since its inception has been or is not been, a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 2005, there has not been, there is not presently pending or existing, and to the Knowledge of Seller and CDT there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company CDT relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies CDT or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of Seller and CDT no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired CompanyCDT, and no such action is contemplated by any Acquired CompanyCDT. Each Acquired Company CDT has complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company CDT is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company has not been or and is not a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and to Shareholders' Knowledge there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process, (b) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Commission or any comparable Governmental Body, organizational activity, activity or other labor or employment dispute against or affecting any of the Acquired Companies Company or their premises, except as described in Part 3.21 of the Disclosure Letter, premises or (c) any application for certification of a collective bargaining agent. No event has occurred or (to the Knowledge of the Shareholders) circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, the Company and no such action is contemplated by any Acquired the Company. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, health and plant closing. No Acquired The Company is not liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Since January 1, 1994, neither Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Since January 1, and 1994, there has not been, there is not presently pending or existing, and to the Knowledge of the Acquired Companies there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any either Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No To the Knowledge of the Acquired Companies no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any either Acquired Company, and no such action is contemplated by any either Acquired Company. Each To the Knowledge of the Acquired Companies, each Acquired Company has substantially complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No , and no Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreementContract. Except as set forth on Schedule 3.21, and since January 1, 1994, there has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Except as set forth on Schedule 3.21, each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Except as set forth on Schedule 3.21, no Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

Labor Relations; Compliance. No Acquired The Company is not now, nor has it ever been or is a party to any collective bargaining or other labor contract or agreement, and there contract. There has not been, been and there is not presently pending or existingor, to the Knowledge of the Company and there is not Seller, Threatened, (ai) any strike, slowdown, picketing, work stoppage, stoppage or employee grievance process, (bii) any Proceeding against or affecting any Acquired the Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or a union with the National Labor Relations Board, the Equal Employment Opportunity Commission, Commission or any comparable Governmental Body, organizational activity, activity or other labor or employment dispute against or affecting any of the Acquired Companies Company or their its premises, except as described in Part 3.21 of the Disclosure Letter, or (ciii) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, the Company and no such action is contemplated by any Acquired Companycontemplated. Each Acquired The Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxesTaxes, occupational safety and health, health and plant closing, except such as would not result individually or in the aggregate in a Material Adverse Effect. No Acquired The Company is not liable for the payment of any compensation, damagesDamages, Taxes, fines, penalties, penalties or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements, except such as would not result individually or in the aggregate in a Material Adverse Effect.

Labor Relations; Compliance. No Acquired Company has been or The Seller is not a party to any collective bargaining or other labor contract Contract with respect to the Business, including any obligation under any agreement regarding rates of pay or agreement, and there working conditions of any employees of the Seller. There has not been, there is not presently pending or existing, and to the Knowledge of the Seller, there is not Threatenedthreatened with respect to the Business, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding pending proceeding against or affecting any Acquired Company the Seller relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure LetterSeller, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Companythe Seller with respect to the Business, and no such action is contemplated by any Acquired Companycontemplated. Each Acquired Company The Seller has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxesTaxes, occupational safety and health, and plant closing. No Acquired Company The Seller is not liable for the payment of any compensation, damages, Taxes, fines, penalties, family and/or medical leave, workers compensation, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements, or for any other Legal Requirement relating to the employer-employee relationship. Schedule 3.17 contains a complete list of existing or threatened employment-related lawsuits and/or governmental administrative proceedings to which the Seller is currently a party with respect to the Business. This list includes any employment-related disputes brought under any applicable federal, state or local Legal Requirements, as well as all administrative actions including, but not limited to, those proceedings before the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Agency, the Department of Labor, state boards or agencies handling workers compensation claims, as well as the Office of Federal Contract Compliance Programs, and any state or local counterparts to such agencies, and further includes any employment-related disputes arising under common law, including but not limited to claims for wrongful termination, negligent hiring, retention or supervision, intentional or negligent infliction of emotional distress, invasion of privacy, and defamation. Intellectual Property. Except as set forth on Schedule 3.18(a), the Seller owns all right, title and interest in and to each Intellectual Property Asset. The Intellectual Property Assets constitute all intellectual property rights necessary to the operation of the Business as presently conducted. Each officer, employee, agent and independent contractor of the Seller has heretofore transferred to Seller all right, title and interest of such Person in and to any technology and intellectual property rights used or necessary for the operation of the Business as presently conducted. Except for the Seller, no Person has the right or authority, or has ever had the right or authority, by Contract or otherwise, to manufacture, distribute, or sell any product or service of the Business using the Intellectual Property Assets. Except as set forth on Schedule 3.18(b), the Seller with respect to the Intellectual Property Assets has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties subsisting under the Legal Requirements of any country, and the Seller has not received any notice alleging any such interference, infringement, misappropriation, or violation (including any claim that the Seller must license or refrain from using any intellectual property rights of any third party). To the Knowledge of the Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property Asset or any other intellectual property rights of the Seller with respect to the Business. Schedule 3.18(c) identifies each patent or registration of trademarks or copyrights which has been issued or transferred to the Seller with respect to any of its Intellectual Property Assets and identifies each pending patent application for registration which the Seller made with respect to any of its Intellectual Property Assets. Schedule 3.18(c) also identifies each material trade name or unregistered trademark used by the Seller in connection with the Business. With respect to each item of Intellectual Property Assets required to be identified in Schedule 3.18(c): (i) the Seller possesses all right, title, and interest in and to the item, free and clear of any Security Interest, license, or other restriction; (ii) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of the Seller, threatened, which challenges the legality, validity, enforceability, use, or ownership of the item; and (iv) except as set forth on Schedule 3.18(c), the Seller has not agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item. Schedule 3.18(d) identifies each material item of Intellectual Property Assets that any third party owns and that the Seller uses with respect to the Business pursuant to license, sublicense, agreement, or permission. The Seller has delivered to the Purchaser true, correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date), to the extent available to Seller. With respect to each item of Intellectual Property Assets required to be identified in Schedule 3.18(d): (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) neither the Seller, nor to the Knowledge of the Seller, any other party to the license, sublicense, agreement, or permission, is in breach or default, and no event has occurred which with notice of lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) the Seller has not, and to the Knowledge of the Seller, no other party to the license, sublicense, agreement, or permission has, repudiated any provision thereof; (v) with respect to each sublicense, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying license; (vi) the underlying item of Intellectual Property Assets is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge; (vii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand is pending or, to the Knowledge of the Seller, threatened, which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property Assets; and (viii) the Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission.

Labor Relations; Compliance. No Acquired Company has been or is a party to any collective bargaining or other labor contract or agreement, and there Contract. There has not been, there is not presently pending or existing, and there is not Threatened, (a) any strike, slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against or affecting any Acquired Company relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting any of the Acquired Companies or their premises, except as described in Part 3.21 of the Disclosure Letter, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Acquired Company, and no such action is contemplated by any Acquired Company. Each Acquired Company has complied in all respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. No Acquired Company is liable for the payment of any compensation, damages, Taxestaxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.