Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To the best knowledge of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purpose.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) of Neither the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments to any of its employees for Subsidiaries is a party to or bound by any wagescollective bargaining agreement or any labor union contract, salariesnor, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees Knowledge of the Company, Phase Three or SWI, (F) neither are there any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer employees of the Company or Phase Three that such employee will terminate his any of its Subsidiaries represented by a works’ council or her a labor organization in relation to their employment by the Company or engagement with any of its Subsidiaries, nor, to the Company’s Knowledge, Phase Three are there any activities or proceedings of any labor union to organize any employees of the Surviving CorporationCompany or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any labor union or labor organization, in each case that is or could reasonably be material to the Company. To There is no pending or, to the best knowledge Knowledge of the Company, neither threatened (i) labor strike or (ii) material dispute, walkout, work stoppage, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation or lockout with respect to employees of the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract of its Subsidiaries, and no such (i) labor strike or agreement relating (ii) material dispute, walkout, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, union election, governmental investigation, or lockout has occurred since December 31, 2004. No material grievance or arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or has been threatened against the Company or its Subsidiaries that could reasonably be expected to result in any material liability to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeits Subsidiaries.

Labor Relations; Employees. Part 7.10 of Schedule 1 attached hereto (i) The Company employs a total sets forth the name, date of approximately 20 employeesemployment, job title, the monthly compensation, and Phase Three employs a total any bonuses of approximately 220 employees. Except as set forth in Section 3.1(q) each regular, full-time and part-time employee of the Company Disclosure Scheduleas of the date hereof; (ii) lists all employment, (Amanagerial, advisory, and consulting agreements, employee confidentiality or other agreements protecting proprietary processes, formulae, or information to which the Company is a party, and any employee handbook(s) neither published by the Company; (iii) lists every employee of the Company on authorized leaves of absence who has a right to return to employment, Phase Three nor SWI every contract employee or temporary employee; and (iv) sets forth the name, office and years of service for each officer and each director of the Company. The Company is not in violation of any federal, state or other applicable Law respecting employment, social security or employment practices relating to its own employees or to the employees of any of its subcontractors. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the date hereof or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Diii) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the knowledge of the Sellers, threatened against or involving the Company, Phase Three (iv) the Company is not a party to or SWIbound by any collective bargaining agreement and neither any grievance nor any arbitration proceeding arising out of or under a collective bargaining agreement is pending and, to the knowledge of the Sellers, no such claim has been asserted, (Ev) no labor union currently represents the employees of the Company and, to the knowledge of the Sellers, no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (Gvi) no key employee has informed any officer of the Company or Phase Three that such employee will or may terminate his or her employment or engagement with the CompanyCompany and (vii) except as otherwise described in this Agreement, Phase Three or there are no payments of benefits to the Surviving Corporation. To the best knowledge employees of the CompanyCompany above or different from the statutory benefits corresponding under the applicable labor law. The Company has filed or caused to be filed all social security returns required under the statutes, neither the Company nor any employee rules or regulations of the Company, Phase Three or SWI is jurisdiction of its incorporation and all other applicable jurisdictions. All amounts shown in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating said returns to be due and all additional demands received prior to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed date hereof have been paid in due time and all withholdings required to be conducted by made prior to the Company, Phase Three or SWIdate hereof have been duly made and paid in due time. All individuals considered by The amounts set up as accruals for social security contributions in the Company, Phase Three or SWI to be independent contractors are, Financial Statements are sufficient for the payment of all accrued and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeyet paid amounts.

Labor Relations; Employees. (i) Section 3.1(t) of the Company Disclosure Schedule sets forth the name, title, department, start date, salary for 1998 and 1999, option grant, any special benefits and termination dates, if applicable, for each employee of the Company since its inception. The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 five (5) employees. Except as set forth in Section 3.1(q3.1(t) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the best knowledge of the Company and the Founders, threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, Company and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three Company or the Surviving Corporation. To Corporation and the best knowledge Company has no reason to believe that the key employees that accept employment with the Surviving Corporation will not remain employees of the Company, neither Surviving Corporation for at least ninety (90) days after the Company nor any Closing. No employee of the Company, Phase Three or SWI Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three Company or SWI. All individuals considered the execution and delivery of the Confidentiality Agreement by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesuch employee.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.13(a) of the Company Seller Disclosure Schedule, (Ai) neither the CompanySold Companies are not, Phase Three nor SWI since January 1, 2013 have they been, a party to or bound by any collective bargaining agreement with a labor union, organization or works council (other than any national or regional collective bargaining agreement governing the terms of employment for certain employees outside the United States), no such agreement or contract is delinquent in payments being negotiated by the Sold Companies as of the date hereof and no labor union, organization or works council currently represents any of the Business Employees, (ii) no union organizing activities involving any labor union, organization or works council, including but not limited to any petitions or requests by any labor union, organization, or works council for recognition as the Business Employees' exclusive bargaining representative, are pending or, to the Knowledge of its employees for Seller, threatened against any wagesof the Sold Companies, salaries(iii) there is no labor strike or work stoppage pending, commissionsor, bonuses to the Knowledge of the Seller, threatened against any of the Sold Companies, (iv) the Sold Companies are not involved in or, to the Knowledge of the Seller, threatened, with any organized labor dispute, material grievance, or other direct compensation for litigation relating to labor matters involving any services performed by them to date Business Employees, including violation of any labor, safety or amounts required employment Laws, charges of unfair labor practices or discrimination complaints, which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be reimbursed material to such employeesthe Sold Companies or the Business, (Bv) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any Knowledge of such employees for so-called "severance pay" or any other paymentsSeller, (C) there is no unfair labor practice charge or comparable or analogous complaint alleged against the Company Sold Companies or pending before the National Labor Relations Board (or any comparable Governmental Authorityequivalent regulatory body, tribunal or authority) against the Sold Companies, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Dvi) there is no labor strikegrievance, disputearbitration hearing, claimor arbitration award pending or, chargeto the Knowledge of Seller, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with Sold Companies in respect to organizing the employees of the CompanyBusiness which, Phase Three if adversely decided, would be reasonably expected, individually or SWIin the aggregate, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against to be material to the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three Sold Companies or the Surviving Corporation. To the best knowledge of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeBusiness.

Labor Relations; Employees. (i) The As of April 9, 2001, the Company employs employed a total of approximately 20 employees, 71 full-time employees and Phase Three employs Carnegie employed a total of approximately 220 26 full-time employees. Except as set forth in Section 3.1(q3.1(s) of the Company Disclosure Schedule, (A) neither the Company, Phase Three Company nor SWI Carnegie is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, Carnegie, any other subsidiary, Parent, Acquisition Sub Alloy nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company or Carnegie pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or overtly threatened against or involving the Company, Phase Three Company or SWICarnegie, (E) to the Company's, Carnegie's and the Stockholders' knowledge, no labor union has taken any action with respect to organizing the employees of the Company, Phase Three Company or SWICarnegie, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three Company or SWICarnegie, and (G) no employee has informed any officer of the Company or Phase Three Carnegie that such employee will terminate his or her employment or engagement with the Company, Phase Three Carnegie or the Surviving Corporation. To the best knowledge of the Company, Carnegie and the Stockholders, neither the Company nor Carnegie nor any employee of the Company, Phase Three Company or SWI Carnegie is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three Company or SWI Carnegie or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three Company or SWICarnegie. All individuals considered by the Company, Phase Three Company or SWI Carnegie to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common common law employees" for tax, benefits, wage, labor or any other legal purpose.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) 4.15 of the Company Disclosure ScheduleLetter, (Ai) neither the Company, Phase Three nor SWI Seller is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (Bii) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub Seller nor the Surviving Corporation Buyer will by reason of anything done any action taken or not taken, which is required to be taken by the Seller, prior to the Closing be liable to any of such employees for so-called "severance pay" pay or any other payments, (Ciii) the Seller is in compliance in all material respects with all Laws respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (iv) there is no unfair labor practice complaint against the Company Seller pending before the National Labor Relations Board or any comparable other Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agencyEntity, (Dv) there is no labor strike, disputematerial dispute or grievance, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the Best Knowledge of the Seller and the Shareholders, threatened against or involving the Company, Phase Three or SWISeller, (Evi) no labor union currently represents the employees of the Seller and, to the Best Knowledge of the Seller and the Shareholders, no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWISeller, and (Gvii) no key employee has informed the Seller, any officer Shareholder or any senior executive of the Company or Phase Three Seller that such employee will or may terminate his or her employment or engagement with the CompanySeller. The Seller is not a party to or bound by any collective bargaining agreement, Phase Three union Contract or the Surviving Corporation. To the best knowledge of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesimilar agreement.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total fifty six (56) employees as of approximately 220 employeesthe date hereof. Except as set forth in Section 3.1(q2.1(s) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub Company nor the Surviving Corporation Purchaser will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) the Company is in compliance in all material respects with all Federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (D) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (DE) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the best knowledge of the Company, threatened against or involving the Company, Phase Three or SWI, (EF) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (FG) neither any grievance which might have a Company Material Adverse Effect on the Company or the conduct of its business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, Company and (GH) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or Company and the Surviving CorporationCompany has no reason to believe that the key employees will not remain employees of the Company after the Closing. To the best knowledge of the Company, neither the Company nor any no employee of the Company, Phase Three or SWI Company is in violation of any term of any employment contract, patent non-disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purpose.

Labor Relations; Employees. (i) Section 3.1(t) of the Company Disclosure Schedule sets forth the name, title, department, start date, salary for 1998 and 1999, option grant, any special benefits and termination dates, if applicable, for each employee of the Company since its inception. The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employeeshas no employees other than the Stockholder. Except as set forth in Section 3.1(q3.1(t) of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the best knowledge of the Company and the Stockholder, threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, Company and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three Company or the Surviving Corporation. To Corporation and the best knowledge Company has no reason to believe that the key employees that accept employment with the Surviving Corporation will not remain employees of the Company, neither Surviving Corporation for at least ninety (90) days after the Company nor any Closing. No employee of the Company, Phase Three or SWI Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three Company or SWI. All individuals considered the execution and delivery of the Confidentiality Agreement by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesuch employee.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.14(a) of the Company Disclosure Schedule, as of the date hereof: (Ai) neither the CompanyCompany and each Subsidiary is in material compliance with all applicable Laws respecting employment and employment practices, Phase Three nor SWI is delinquent in payments to any terms and conditions of its employees for any employment, wages, salarieshours or work and occupational safety and health, commissionsand there are no arrears in the payment of wages or social security taxes, bonuses and is not engaged in any act or practice which would reasonably be expected to constitute an unfair labor practice as defined in the National Labor Relations Act or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employeesapplicable Laws, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (Cii) there is no unfair labor practice charge or complaint against the Company or any Subsidiary pending or, to the knowledge of the Company, threatened in writing before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's Equal Opportunity Commission or any subsidiary's employment policies similar state, local or practices is currently being audited or investigated by any federal, state or local government foreign agency, (Diii) there is no labor strike, organizational drive, dispute, claimslowdown, chargestoppage or lockout pending, lawsuitaffecting or, proceeding, labor slowdown or stoppage pending or threatened against or involving to the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To the best knowledge of the Company, neither threatened against the Company nor or any employee Subsidiary, (iv) the Company and each Subsidiary is not a party to or bound by any collective bargaining or similar agreement and (v) there are no pending or, to the knowledge of the Company, Phase Three or SWI is in violation threatened union organizing activities among the employees of any term of any employment contract, patent disclosure agreement the Company or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because Subsidiary and none of the nature employees of the business conducted Company is or proposed to be conducted has been represented by any labor union while employed by the Company, Phase Three or SWI. All individuals considered by Schedule 3.14(a) of the Disclosure Schedule lists each of the Company, Phase Three ’s or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and its Subsidiaries’ employees who are not "employees" subject to the Company’s standard vacation policy and the liability related to any such employee’s accrued but unused vacation. Such liability reflects accurately what would be owed to each such employee for accrued but unused vacation if such employee were to leave the employ of the Company or "Common law employees" for tax, benefits, wage, labor or any other legal purposeits Subsidiary as of the date hereof.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in listed on Section 3.1(q2(o) of the Company Disclosure Schedule, (A) neither no entity in the Company Group has entered into a contract, arrangement or other agreement with any labor union, trade union or other association representing any employees of the Company. There is no labor dispute or work stoppage pending or, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company’s Knowledge, threatened against any subsidiaryentity in the Company Group, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice charge or complaint or other action against any entity in the Company Group pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board or any comparable Governmental Authorityother U.S. or similar foreign governmental authority or agency, and none of during the past three years, there has been no labor strike or work stoppage actually pending or, to the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal’s Knowledge, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving affecting any entity in the Company Group, no question concerning representation is pending or, to the Company’s Knowledge, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the threatened respecting employees of any entity in the CompanyCompany Group, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor written grievance is pending. Each entity in the Company Group has been asserted against complied in all material respects with all legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the Companypayment of social security and similar taxes, Phase Three or SWIoccupational safety and health, and (G) no plant closing. No employee has informed of any officer of entity in the Company Group has provided written notice of his or Phase Three that such employee will her intention to terminate employment with any entity in the Company Group or to terminate his or her employment upon or engagement in connection with the Company, Phase Three or the Surviving Corporationtransactions contemplated by this Agreement. To the best knowledge Company’s Knowledge, no management employee of any entity in the Company Group and no group of employees of any entity in the Company Group has any plans to terminate his, her or their employment, and no entity within the Company Group has any present intention to terminate the employment of any employee. Except as set forth on Section 2.1(o)(ii) of the Disclosure Schedule, there are no legal actions, proceedings, audits, investigations, charges, claims, complaints, or grievances are pending or, to Company’s Knowledge, neither the Company nor threatened respecting, involving, by or on behalf of, any applicant for employment, any current employee or any former employee, or other person performing services, or any class of the Companyforegoing, Phase Three or SWI is whether in violation the form of any term claims for employment discrimination, harassment, retaliation, wrongful discharge, breach of any employment contract, patent disclosure agreement unfair business practice, unfair labor practices, wage and hour, tort, unfair competition or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeotherwise.

Labor Relations; Employees. (i) The Neither the Company employs nor any other entity in the Company Group has entered into a total of approximately 20 employeescontract, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q) arrangement or other agreement with any labor union, trade union or other association representing any employees of the Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other paymentsentity in the Company Group. There is no labor dispute or work stoppage pending or, (C) to the Company’s Knowledge, threatened against the Company or any other entity in the Company Group, there is no unfair labor practice charge or complaint or other action against the Company or any other entity in the Company Group pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board or any comparable Governmental Authorityother U.S. or similar foreign governmental authority or agency, and none of during the past three years, there has been no labor strike or work stoppage actually pending or, to the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal’s Knowledge, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving affecting the Company or any other entity in the Company Group, no question concerning representation is pending or, to the Company’s Knowledge, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the threatened respecting employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such any other entity in the Company Group, and no written grievance is pending. The Company and each other entity in the Company Group 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 employee will of any entity in the Company Group has provided written notice of his or her intention to terminate employment with the entity or Company Group or to terminate his or her employment upon or engagement in connection with the Company, Phase Three or the Surviving Corporationtransactions contemplated by this Agreement. To the best actual knowledge of the CompanyKnowledge Group, neither or any one of them, no management employee of any entity in the Company nor Group and no group of employees of any entity in the Company Group has any plans to terminate his, her or their employment, and no entity within the Company Group has a present intention to terminate the employment of any employee. Except as set forth on Schedule 2.1(o)(i), there are no legal actions, proceedings, audits, investigations, charges, claims, complaints, or grievances are pending or, to Company’s Knowledge, threatened respecting, involving, by or on behalf of, any applicant for employment, any current employee or any former employee, or other person performing services, or any class of the Companyforegoing, Phase Three or SWI is whether in violation the form of any term claims for employment discrimination, harassment, retaliation, wrongful discharge, breach of any employment contract, patent disclosure agreement unfair business practice, unfair labor practices, wage and hour, tort, unfair competition or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeotherwise.

Labor Relations; Employees. (i) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 108 employees. Except as set forth in Section 3.1(q3.1(t) of the Company Disclosure ScheduleSchedule identifies all employees (full-time and part-time) and consultants employed or engaged by the Company and sets forth each such individual's payment arrangements or annual compensation, job title and date of hire. There are no employment, consulting, severance pay, continuation pay, termination or indemnification agreements or other similar agreements of any nature (Awhether in writing or not) neither between the CompanyCompany and any current or former shareholder, Phase Three nor SWI officer, director, employee consultant or volunteer. No such employment agreement disclosed on Section 3.1(t) of the Company Disclosure Schedule will, as a direct or indirect result of the transaction contemplated herein, either require any payment by the Company or any consent or waiver from any shareholder, officer, director, employee or consultant; or result in any change in the nature of any rights of any shareholder, officer, director, employee or consultant, including, but not limited to, any accelerated payments, deemed satisfaction of goals or conditions, new or increased benefits or additional or accelerated vesting. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) ; upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) ; there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) ; there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or or, to the knowledge of the Company, threatened against or involving the Company, Phase Three or SWI, (E) ; no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) ; neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, ; and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three or the Surviving Corporation. To Corporation and the best knowledge Company has no reason to believe that the Key Employees that accept employment with the Surviving Corporation will not remain employees of the Company, neither Surviving Corporation for at least 180 days after the Closing. Neither the Company nor any employee of the Company is to the Company, Phase Three or SWI is 's knowledge in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI Company or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three Company or SWI. All individuals considered the execution and delivery of the Confidentiality Agreement by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposesuch employee.

Labor Relations; Employees. (i) The Except as set forth on Part 3.15 of the Disclosure Letter, there are no labor strikes, disputes, slow downs, work stoppages or other labor troubles or grievances pending or, to the Stockholders' knowledge, threatened against either Company. No unfair labor practice complaint before the National Labor Relations Board, no charges pending before the Equal Employment Opportunity Commission and no complaint, charge or grievance of any nature before any similar or comparable Governmental Authority, in any case relating to either Company employs a total or the conduct of approximately 20 employeesits Business, and Phase Three employs a total is pending or, to the knowledge of approximately 220 employeesthe Stockholders, threatened. Neither Company has received notice, nor has any knowledge, of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct any investigation of or relating to either Company or the conduct of its Business. Except as set forth in Section 3.1(q) Part 3.15 of the Disclosure Letter, neither Company Disclosure Schedule, (A) neither the Company, Phase Three nor SWI is delinquent in payments a party to any collective bargaining agreement relating to any of its employees for any wagesand has not recognized, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts is not required to be reimbursed to such employeesrecognize and during the past five (5) years has not received a demand for recognition by any collective bargaining representative or experienced any strikes, (B) upon termination work stoppages or slowdowns. Except as set forth on Part 3.15 of the employment Disclosure Letter, to the knowledge of the Stockholders, no officer or key employee of any such employees, neither the Company, Company has any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior plan to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) there is no unfair labor practice complaint against the Company pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (D) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three or SWI, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment with either Company. Part 3.15 of the Disclosure Letter is a true and correct list of all grievances that employees of the Companies or engagement any union have filed with either Company's unions or any labor dispute resolution agency since December 31, 1997, whether or not such grievance has been resolved. No employee or director of any Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee or director and any other Person ("Proprietary Rights Agreement") that will have a Material Adverse Effect on (i) the Companyperformance of his duties as an employee or director of the Companies or (ii) the ability of any Company to conduct its business, Phase Three including any Proprietary Rights Agreement with Stockholders or the Surviving CorporationCompanies by any such employee or director. To the best knowledge Neither Xxxxx Chap, Xxxxxxx Xxxxxxx, Xxxx Xxxx Xxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxx, Xxxx X. Chap, Xxxxx X. Xxxx, Xxxxxxxx X. Xxxx nor Xxxxxxx X. Xxxx has ever been a director, officer, employee or consultant to either of the Company, neither Companies except (i) as a summer job and (ii) as the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" foregoing have received fees for tax, benefits, wage, labor or any other legal purposeattending stockholders' meetings.

Labor Relations; Employees. (ia) The Company employs a total of approximately 20 employees, and Phase Three employs a total of approximately 220 employees. Except as set forth in Section 3.1(q3.13(a) of the Company Seller Disclosure Schedule, (Ai) neither the CompanySold Companies are not, Phase Three nor SWI since January 1, 2013 have they been, a party to or bound by any collective bargaining agreement with a labor union, organization or works council (other than any national or regional collective bargaining agreement governing the terms of employment for certain employees outside the United States), no such agreement or contract is delinquent in payments being negotiated by the Sold Companies as of the date hereof and no labor union, organization or works council currently represents any of the Business Employees, (ii) no union organizing activities involving any labor union, organization or works council, including but not limited to any petitions or requests by any labor union, organization, or works council for recognition as the Business Employees’ exclusive bargaining representative, are pending or, to the Knowledge of its employees for Seller, threatened against any wagesof the Sold Companies, salaries(iii) there is no labor strike or work stoppage pending, commissionsor, bonuses to the Knowledge of the Seller, threatened against any of the Sold Companies, (iv) the Sold Companies are not involved in or, to the Knowledge of the Seller, threatened, with any organized labor dispute, material grievance, or other direct compensation for litigation relating to labor matters involving any services performed by them to date Business Employees, including violation of any labor, safety or amounts required employment Laws, charges of unfair labor practices or discrimination complaints, which, if adversely decided, would be reasonably expected, individually or in the aggregate, to be reimbursed material to such employeesthe Sold Companies or the Business, (Bv) upon termination of the employment of any such employees, neither the Company, any subsidiary, Parent, Acquisition Sub nor the Surviving Corporation will by reason of anything done prior to the Closing be liable to any Knowledge of such employees for so-called "severance pay" or any other paymentsSeller, (C) there is no unfair labor practice charge or comparable or analogous complaint alleged against the Company Sold Companies or pending before the National Labor Relations Board (or any comparable Governmental Authorityequivalent regulatory body, tribunal or authority) against the Sold Companies, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (Dvi) there is no labor strikegrievance, disputearbitration hearing, claimor arbitration award pending or, chargeto the Knowledge of Seller, lawsuit, proceeding, labor slowdown or stoppage pending or threatened against or involving the Company, Phase Three or SWI, (E) no labor union has taken any action with Sold Companies in respect to organizing the employees of the CompanyBusiness which, Phase Three if adversely decided, would be reasonably expected, individually or SWIin the aggregate, (F) neither any grievance nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against to be material to the Company, Phase Three or SWI, and (G) no employee has informed any officer of the Company or Phase Three that such employee will terminate his or her employment or engagement with the Company, Phase Three Sold Companies or the Surviving Corporation. To the best knowledge of the Company, neither the Company nor any employee of the Company, Phase Three or SWI is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three or SWI or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor or any other legal purposeBusiness.

Labor Relations; Employees. (i) The Company and each Subsidiary, collectively, employs a total of approximately 20 employees, eighty four (84) employees in the United States and Phase Three employs a total one in Canada as of approximately 220 employeesthe date hereof. Except as set forth in Section 3.1(q2.1(s) of the Company Disclosure Schedule, (A) neither the Company, Phase Three Company nor SWI any Subsidiary is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to date or amounts required to be reimbursed to such employees, (B) upon termination of the employment of any such employees, neither the Company, any subsidiarySubsidiary, Parent, Acquisition Sub nor the Surviving Corporation Purchaser will by reason of anything done prior to the Closing be liable to any of such employees for so-called "severance pay" or any other payments, (C) the Company and each Subsidiary is in compliance in all material respects with all Federal, state, local and foreign laws and regulations respecting labor, employment and employment practices, terms and conditions of employment and wages and hours, (D) there is no unfair labor practice complaint against the Company or any Subsidiary pending before the National Labor Relations Board or any comparable Governmental Authority, and none of the Company's or any subsidiary's employment policies or practices is currently being audited or investigated by any federal, state or local government agency, (DE) there is no labor strike, dispute, claim, charge, lawsuit, proceeding, labor slowdown or stoppage actually pending or or, to the knowledge of the Company, threatened against or involving the Company, Phase Three Company or SWIany Subsidiary, (EF) no labor union has taken any action with respect to organizing the employees of the Company, Phase Three Company or SWIany Subsidiary, (FG) neither any grievance which could reasonably be expected to have a Company Material Adverse Effect on the conduct of the business of the Company and each Subsidiary, taken as a whole, nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the Company, Phase Three Company or SWI, any Subsidiary and (GH) no employee has informed any officer of the Company or Phase Three any Subsidiary that such employee will terminate his or her employment or engagement with the Company, Phase Three Company or any Subsidiary and the Surviving CorporationCompany has no reason to believe that the key employees will not remain employees of the Company or any Subsidiary after the Closing. To the best knowledge of the Company's knowledge, neither the Company nor any no employee of the Company, Phase Three Company or SWI any Subsidiary is in violation of any term of any employment contract, patent non-disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company, Phase Three Company or SWI any Subsidiary or any other party because of the nature of the business conducted or proposed to be conducted by the Company, Phase Three or SWI. All individuals considered by the Company, Phase Three or SWI to be independent contractors are, and could only be reasonably considered to be, in fact "independent contractors" and are not "employees" or "Common law employees" for tax, benefits, wage, labor Company or any other legal purposeSubsidiary.