Common use of Labor Relations; Employees Clause in Contracts

Labor Relations; Employees. (i) Section 2.1(s) of the Seller Disclosure Schedule sets forth the name, title, department, start date, salary for 2004 and 2005, option grant, any special benefits and termination dates, if applicable, for each employee of the Seller since its inception. Neither the Seller nor the Company employs any employees. Except as set forth in Section 2.1(s) of the Seller Disclosure Schedule, (A) the 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, (B) upon termination of the employment of any such employees, neither the Seller, nor the Buyer 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 Seller pending before the National Labor Relations Board or any comparable Governmental Authority, (D) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of the Seller and each of the Partners, threatened against or involving the Seller, (E) no labor union has taken any action with respect to organizing the employees of the Seller, (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 Seller and (G) no employee has informed any officer of the Seller that such employee will terminate his or her employment or engagement with the Seller or the Buyer and the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller 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 Seller or any other party because of the nature of the business conducted or proposed to be conducted by the Seller or the execution and delivery of the Confidentiality Agreement by such employee.

Labor Relations; Employees. (i) Section 2.1(s) The Seller employs a total of the Seller Disclosure Schedule sets forth the name, title, department, start date, salary for 2004 approximately 119 employees and 2005, option grant, any special benefits and termination dates, if applicable, for each considers its employer-employee of the Seller since its inception. Neither the Seller nor the Company employs any employeesrelationship with all such employees to be generally satisfactory. Except as set forth in Section 2.1(s) of the Seller Disclosure Scheduleon Schedule 4.14 attached hereto, (Aa) the 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 the date hereof or amounts required to be reimbursed to such employees, ; (Bb) upon termination of the employment of any such said employees, neither the Seller, Seller nor the Buyer will by reason of anything done prior to the Closing be liable to any of such said employees for so-called "“severance pay" ” or any other payments; (c) the Seller is in substantial compliance 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; (Cd) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable Governmental Authoritystate, local or foreign agency; (De) there is no labor strike, dispute, slowdown or stoppage actually pending or, or to the best knowledge of the Seller and each of the Partners, Seller’s Knowledge threatened against or involving the Seller, ; (Ef) to Seller’s Knowledge no labor union has taken any action with respect to organizing representation question exists respecting the employees of the Seller, ; (Fg) neither any no grievance which might have an adverse effect on the Seller or the conduct of the Business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the received by Seller or, to Seller’s Knowledge asserted; and (Gh) no employee has informed any officer of the Seller that such employee will terminate his or her employment or engagement with the Seller or the Buyer and the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller collective bargaining agreement 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 Seller or any other party because of the nature of the business conducted or proposed to be conducted currently being negotiated by the Seller or the execution and delivery of the Confidentiality Agreement by such employeeSeller.

Labor Relations; Employees. (i) Section 2.1(s) of the Seller Disclosure Schedule sets forth the name, title, department, start date, salary The Company has no dealings with any recognized unions and there are no collective agreements in place. No request has been made by any employee or otherwise for 2004 and 2005, option grant, GMIL to recognize or negotiate with any special benefits and termination dates, if applicable, for each employee of the Seller since its inception. Neither the Seller nor the Company employs any trade union or other association to represent employees. Except as set forth in Section 2.1(s) of the Seller Disclosure ScheduleThere is no labor dispute or work stoppage pending or, (A) the 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, (B) upon termination of the employment of any such employees, neither the Seller, nor the Buyer 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 paymentsSellers, (C) there threatened against the Company. There is no unfair labor practice charge or complaint or other action against the Seller Company pending or, to the Knowledge of Sellers, threatened before any local or foreign governmental authority or agency. During the National Labor Relations Board or any comparable Governmental Authoritypast three years, (D) there is has been no labor strike, dispute, slowdown strike or work stoppage actually pending or, to the best knowledge Knowledge of the Seller and each of the PartnersSellers, threatened against or involving affecting the SellerCompany, (E) no labor union has taken any action with respect question concerning representation is pending or, to organizing the Knowledge of Sellers, threatened respecting employees of the SellerCompany, (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. The Company has been asserted against complied with all material legal requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the Seller payment of social security and (G) no employee has informed any officer similar taxes, occupational safety and health, and plant closing. To the Knowledge of the Seller Sellers, as of the date of execution of this Agreement, the Company has not received any notice of inspection or inquiry pursuant to the Safety Health in Industry Acts 1955 and 1980, or the Safety Health and Welfare at Work Xxx 0000 (“SHW Act”) and all regulations, directions, notices and orders made/served thereunder, and since September 7, 2007, has complied with any relevant codes of practice issued by the Health and Safety Authority pursuant to the SHW Act, except to the extent that such non-compliance could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Sellers, as of the date of execution of this Agreement, no executive or key employee will of the Company has provided written notice of his or her intention to terminate employment with the Company or to terminate his or her employment upon or engagement in connection with the Seller or transactions contemplated by this Agreement. To the Buyer Knowledge of the Sellers, as of the date of execution of this Agreement, no management employee of the Company and the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain group of employees of the Buyer for at least ninety (90Company has any plans to terminate his, her or their employment, and the Company has no present intention to terminate the employment of any employee. Except as set forth on Section 2.1(o)(i) days after the Closing. No employee of the Seller is Disclosure Schedule, there are no legal actions, proceedings, audits, investigations, charges, claims, complaints, or grievances that are pending or, to the Knowledge of the Sellers as of the date of execution of this Agreement, 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 foregoing, whether in violation the form of any term claims in respect of any employment discrimination, harassment, victimization, unfair/wrongful dismissal, breach of contract, patent disclosure agreement unfair business practice, unfair labor practices, wages, work hours, tort, unfair competition or any other contract or agreement relating to the relationship of such employee with the Seller or any other party because of the nature of the business conducted or proposed to be conducted by the Seller or the execution and delivery of the Confidentiality Agreement by such employeeotherwise.

Labor Relations; Employees. SELLER employs a total of -------------------------- approximately thirty (i30) Section 2.1(s) of the Seller Disclosure Schedule sets forth the name, title, department, start date, salary for 2004 and 2005, option grant, any special benefits and termination dates, if applicable, for each employee of the Seller since its inception. Neither the Seller nor the Company employs any employees. Except as set forth in Section 2.1(s) of the Seller Disclosure ScheduleEXHIBIT N, (Ai) the Seller is not delinquent --------- SELLER has paid in payments to any of its full to, or accrued on behalf of, all employees for any all wages, salaries, commissions, bonuses or and other direct compensation for any all services performed by them to the date or thereof and all amounts required to be reimbursed to such employees, ; (Bii) upon termination of the employment of any such employeesemployee, neither the SellerSELLER will not, nor the Buyer will by reason of anything done prior to the Closing Closing, be liable to any of such employees employee for so-called "severance pay" or any other paymentspayments in excess of four (4) weeks compensation; (iii) SELLER is in substantial compliance with all federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (Civ) there is no unfair labor practice complaint pending against the Seller pending SELLER before the National Labor Relations Board or any comparable Governmental Authoritystate, local or foreign agency; (Dv) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of the Seller and each of the Partners, or threatened against or involving the Seller, SELLER; (Evi) no labor union has taken any action with respect to organizing representation question is pending respecting the employees of SELLER; (vii) no grievance which /s/ MW /s/ HW might have an adverse effect on SELLER or the Seller, (F) neither any grievance 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 Seller and (Gviii) no employee has informed any officer of the Seller that such employee will terminate his or her employment or engagement with the Seller or the Buyer and the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller collective bargaining agreement 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 Seller or any other party because of the nature of the business conducted or proposed to be conducted currently being negotiated by the Seller or the execution and delivery of the Confidentiality Agreement by such employeeSELLER.

Labor Relations; Employees. (iSchedule 3.1(p) Section 2.1(s) contains a true and complete list of the Seller Disclosure Schedule sets forth persons employed by each Sellers in the name, title, department, start date, salary for 2004 and 2005, option grant, any special benefits and termination dates, if applicable, for each employee Business as of the Seller since its inception. Neither date hereof (the Seller nor the Company employs any employees"Current Employees"). Except as set forth in Section 2.1(s) on Schedule 3.1(p), (i)no material grievance or problem exists between any Seller and any of the Seller Disclosure Schedule, Current Employees; (A) the ii)no Seller is not delinquent in payments to any of its employees the Current Employees for any wages, salaries, commissions, bonuses or other direct or indirect compensation for any services performed by them to the date hereof or for amounts required to be reimbursed to such employees, the Current Employees; (Biii) upon termination of the employment of any such employeesof the Current Employees, neither none of the Seller, nor Sellers or the Buyer will by reason of anything done prior to the Closing Closing, or by reason of the consummation of the transactions contemplated hereby, be liable for any excise taxes pursuant to Section 4980B of the Code or to any of such employees the Current Employees for so-called "severance pay" or any other payments; (iv) each of the Sellers is in compliance in all material respects with all Legal Requirements respecting labor, employment and employment practices, terms and conditions of employment and wages and hours (Cincluding, without limitation, all Legal Requirements promulgated by the Equal Employment Opportunity Commission and the Department of Labor under the Occupational Safety Hazards Act and the Worker Adjustment and Retraining Notification Act); (v) there is no unfair labor practice complaint against any Seller relating to or arising out of the Seller conduct of the Business pending or, to the Best Knowledge of the Sellers, threatened before the National Labor Relations Board or any comparable Governmental Authoritystate, local or foreign agency; (Dvi) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge Best Knowledge of the Seller and each of the PartnersSeller, threatened against or involving any Seller affecting the Seller, Business; (Evii) no labor union has taken any action with respect to organizing representation question exists regarding the employees of the Seller, Current Employees; (Fviii) neither any no grievance nor any and no arbitration proceeding arising out of or under collective bargaining agreements is actually pending and no claim Claim therefor has been asserted against the Seller asserted; and (Gix) no employee has informed collective bargaining agreement or other contract with or commitment to any officer of the Seller that such employee will terminate his labor union is in effect or her employment or engagement with the Seller or currently being negotiated by any Seller. The Sellers have delivered to the Buyer true and complete copies of all handbooks, manuals and other policies describing the Seller has no reason to believe that the key employees that accept employment policies with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating respect to the relationship of such employee with the Seller or any other party because of the nature of the business conducted or proposed to be conducted by the Seller or the execution and delivery of the Confidentiality Agreement by such employeeBusiness.

Labor Relations; Employees. (i) Seller has paid in full or (subject to the provisions of Section 2.1(s4.06) will have provided for the payment of same to the extent required by law that may properly accrue as of the Seller Disclosure Schedule sets forth the namedate of Closing, title, department, start date, salary for 2004 and 2005, option grant, any special benefits and termination dates, if applicable, for each employee of the Seller since its inception. Neither the Seller nor the Company employs any employees. Except as set forth in Section 2.1(s) of the Seller Disclosure Schedule, (A) the Seller is not delinquent in payments to any of its employees for any all wages, salaries, commissions, bonuses or bonuses, vacations, holiday pay and other direct and indirect compensation for any all services performed by them to date or amounts required to be reimbursed to such employeesemployees through the end of business on the Closing Date, (Bii) upon termination of the employment of any such said employees, neither the Seller, nor the Buyer Seller will not by any reason of or anything done prior to or simultaneously with the Closing be liable to any of such said employees for so-so- called "severance pay" or any other paymentspayments except as set forth in this Section 5.24 herein, (Ciii) to the best knowledge and belief of Seller and Stockholders, Seller is in material compliance with all federal, state and local laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, (iv) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable Governmental AuthorityBoard, (Dv) there is no labor strike, known or suspected dispute, slowdown slowdown, stoppage or stoppage actually organizational attempt pending or, to the best knowledge of the Seller and each of the Partnersor known or suspected, threatened against or involving the Seller, (Evi) to the best knowledge and belief of Seller and Stockholders, no labor union has taken any action with respect to organizing representation question or petitions for election of representatives exists respecting the employees of the Seller, (Fvii) neither any no grievance which might have an adverse effect on Seller or the conduct of its business nor any arbitration proceeding arising out of or under any collective bargaining agreements agreement is pending pending, and no claim therefor has been asserted against the Seller asserted, and (Gviii) no employee has informed any officer of the Seller that such employee will terminate his or her employment or engagement with the Seller or the Buyer and the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller collective bargaining agreement 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 Seller or any other party because of the nature of the business conducted or proposed to be conducted currently being negotiated by the Seller or the execution and delivery of the Confidentiality Agreement by such employeeSeller.

Labor Relations; Employees. (i) Section 2.1(s) The Seller employs a total of the Seller Disclosure Schedule sets forth the name, title, department, start date, salary for 2004 approximately 335 employees and 2005, option grant, any special benefits and termination dates, if applicable, for each considers its employer-employee of the Seller since its inception. Neither the Seller nor the Company employs any employeesrelationship with all such employees to be generally satisfactory. Except as set forth in Section 2.1(s) of the Seller Disclosure Scheduleon Schedule 4.14 attached hereto, (Aa) the 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 the date hereof or amounts required to be reimbursed to such employees, ; (Bb) upon termination of the employment of any such said employees, neither the Seller, Seller nor the Buyer will by reason of anything done prior to the Closing be liable to any of such said employees for so-called "“severance pay" ” or any other payments; (c) the Seller is in substantial compliance 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; (Cd) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable Governmental Authoritystate, local or foreign agency; (De) there is no labor strike, dispute, slowdown or stoppage actually pending or, or to the best knowledge of the Seller and each of the Partners, Seller’s Knowledge threatened against or involving the Seller, ; (Ef) to Seller’s Knowledge no labor union has taken any action with respect to organizing representation question exists respecting the employees of the Seller, ; (Fg) neither any no grievance which might have an adverse effect on the Seller or the conduct of the Business nor any arbitration proceeding arising out of or under collective bargaining agreements is pending and no claim therefor has been asserted against the received by Seller or, to Seller’s Knowledge asserted; and (Gh) no employee has informed any officer of the Seller that such employee will terminate his or her employment or engagement with the Seller or the Buyer and the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller collective bargaining agreement 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 Seller or any other party because of the nature of the business conducted or proposed to be conducted currently being negotiated by the Seller or the execution and delivery of the Confidentiality Agreement by such employeeSeller.

Labor Relations; Employees. (i) Section 2.1(s) To the best of the Seller Disclosure Schedule sets forth the nameHoldings' and Seller's knowledge, title, department, start date, salary for 2004 and 2005, option grant, any special benefits and termination dates, if applicable, for each employee of the Seller since its inception. Neither the Seller nor the Company employs any employees. Except except as set forth in Section 2.1(s) of the Seller Disclosure ScheduleExhibit J, (A1) the Seller is not delinquent has paid in payments to any of its full to, or accrued on behalf of, all employees for any all wages, salaries, commissions, bonuses or and other direct compensation for any all services performed by them to the date or hereof and all amounts required to be reimbursed to such employees, ; (B2) upon termination of the employment of any such employeesemployee, neither the SellerSeller will not, nor the Buyer will by reason of anything done prior to the Closing Closing, be liable to any of such employees employee for so-called "severance pay" or any other paymentspayments except for accrued vacation pay; (3) Seller is in substantial compliance with all federal, state, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (C4) there is no unfair labor practice complaint pending against the Seller pending before the National Labor Relations Board or any comparable Governmental Authoritystate, local or foreign agency; (D5) there is no labor strike, dispute, slowdown or stoppage actually pending or, to the best knowledge of the Seller and each of the Partners, or threatened against or involving the Seller, ; (E6) no labor union has taken any action with respect to organizing representation question is pending respecting the employees of Seller; (7) no grievance which might have an adverse effect on Seller or the Seller, (F) neither any grievance 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 Seller asserted; and (G) 8) no employee has informed any officer of the Seller that such employee will terminate his or her employment or engagement with the Seller or the Buyer and the Seller has no reason to believe that the key employees that accept employment with the Buyer will not remain employees of the Buyer for at least ninety (90) days after the Closing. No employee of the Seller collective bargaining agreement 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 Seller or any other party because of the nature of the business conducted or proposed to be conducted currently being negotiated by the Seller or the execution and delivery of the Confidentiality Agreement by such employeeSeller.