Common use of Employment Law Matters Clause in Contracts

Employment Law Matters. Except for matters that have not resulted, and would not reasonably be expected to result in, a Material Adverse Effect on Optium: (a) Optium and each of its Subsidiaries is in compliance with all applicable Law respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours; (b) neither Optium nor any of its Subsidiaries is delinquent in any payments to any employee or to any independent contractors, consultants, temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the business of Optium or any of its Subsidiaries and classified by Optium or any of its Subsidiaries as other than an employee or compensated other than through wages paid by Optium or any of its Subsidiaries through its respective payroll department and reported on a form W-4 ("Optium Contingent Workers"), for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Optium Contingent Workers; (c) there are no grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the knowledge of Optium, threatened against Optium or any of its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally; (d) none of the employment policies or practices of Optium or any of its Subsidiaries is currently being audited or investigated, or to the knowledge of Optium, subject to imminent audit or investigation by any Governmental Entity; (e) neither Optium nor any of its Subsidiaries is, or within the last three (3) years has been, subject to any order, decree, injunction or judgment by any Governmental Entity or private settlement contract in respect of any labor or employment matters; (f) Optium and each of its Subsidiaries is in material compliance with the requirements of the Immigration Reform Control Act of 1986 and similar Law regarding employment of workers who are not citizens of the country in which services are performed; (g) all employees of Optium and each of its Subsidiaries are employed at-will and no such employees are subject to any contract with Optium or any of its Subsidiaries or any policy or practice of Optium or any of its Subsidiaries providing for right of notice of termination of employment or the right to receive severance payments or similar benefits upon the termination of employment by Optium or any of its Subsidiaries; (h) to the extent that any Optium Contingent Workers are employed, Optium and each of its Subsidiaries has properly classified and treated them in accordance with applicable Law and for purposes of all employee benefit plans and perquisites, and (i) neither Optium nor any of its Subsidiaries has experienced a "plant closing," "business closing," or "mass layoff" as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act") or any similar Law affecting any site of employment of Optium or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of Optium or any of its Subsidiaries, and, during the ninety (90)-day period preceding the date hereof, no employee has suffered an "employment loss," as defined in the WARN Act, with respect to Optium or any of its Subsidiaries.

Employment Law Matters. Except for matters that have not resulted, and would not reasonably be expected to result in, a Material Adverse Effect on Optium: (a) Optium The Company and each of its Subsidiaries is is, and since January 1, 2011 has been, in compliance in all material respects with all applicable Law respecting labor, Laws relating to employment, fair employment practices, work place safety and health, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hourshours of work. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (x) any Person as an independent contractor rather than as an employee; (by) neither Optium any employee leased from another employer; or (z) any employee currently or formerly classified as exempt from overtime wages. Neither the Company nor any of its Subsidiaries is delinquent in any payments a party to any employee or to any independent contractorsa conciliation agreement, consultants, temporary employees, leased employees consent decree or other servants agreement or agents employed or used order with respect any Governmental Authority which primarily relates to the operation of the business of Optium or any of its Subsidiaries and classified by Optium or any of its Subsidiaries as other than an employee or compensated other than through wages paid by Optium or any of its Subsidiaries through its respective payroll department and reported on a form W-4 ("Optium Contingent Workers")employment matters. Since January 1, for any wages2011, salariesthere have been no strikes, commissionsslowdowns, bonuseswork stoppages, fees lockouts or other direct compensation due material labor disputes with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Optium Contingent Workers; (c) there are no grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the knowledge of Optium, threatened against Optium or any of its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally; (d) none of the employment policies or practices of Optium or any of its Subsidiaries is currently being audited or investigated, or to the knowledge of Optium, subject to imminent audit or investigation by any Governmental Entity; (e) neither Optium nor any of its Subsidiaries is, or within the last three (3) years has been, subject to any order, decree, injunction or judgment by any Governmental Entity or private settlement contract in respect of any labor or employment matters; (f) Optium and each of its Subsidiaries is in material compliance with the requirements of the Immigration Reform Control Act of 1986 and similar Law regarding employment of workers who are not citizens of the country in which services are performed; (g) all employees of Optium and each of its Subsidiaries are employed at-will and no such employees are subject to any contract with Optium or any of its Subsidiaries or any policy or practice of Optium or any of its Subsidiaries providing for right of notice of termination of employment or the right to receive severance payments or similar benefits upon the termination of employment by Optium Company or any of its Subsidiaries; (h) to . Each of the extent that any Optium Contingent Workers are employed, Optium Company and each of its Subsidiaries has properly classified and treated them is in accordance compliance in all material respects with applicable Law and for purposes the Worker Adjustment Retraining Notification Act of all employee benefit plans and perquisites1998, as amended, and similar state Laws (collectively, “WARN”). In the past two years, (i) neither Optium the Company nor any of its Subsidiaries has experienced effectuated a "“plant closing," "business closing," or "mass layoff" ” (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act"WARN) or any similar Law affecting any site of employment of Optium or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of Optium its business, and (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries. Except as set forth on Section 3.20 of the Company Disclosure Schedule, and, during none of such employees is a party to a written employment agreement with the ninety (90)-day period preceding the date hereof, no employee has suffered an "employment loss," as defined in the WARN Act, with respect to Optium Company or any of its SubsidiariesSubsidiaries for a specified length of time and each is employed “at will.”

Employment Law Matters. Except for matters that have not resulted, and would not reasonably be expected to result in, a Material Adverse Effect on OptiumFinisar: (a) Optium Finisar and each of its Subsidiaries is in compliance with all applicable Law respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, wages and hours; (b) neither Optium Finisar nor any of its Subsidiaries is delinquent in any payments to any employee or to any independent contractors, consultants, temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the business of Optium Finisar or any of its Subsidiaries and classified by Optium Finisar or any of its Subsidiaries as other than an employee or compensated other than through wages paid by Optium Finisar or any of its Subsidiaries through its respective payroll department and reported on a form W-4 ("Optium Finisar Contingent Workers"), for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Optium Finisar Contingent Workers; (c) there are no grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the knowledge of OptiumFinisar, threatened against Optium Finisar or any of its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally; (d) none of the employment policies or practices of Optium Finisar or any of its Subsidiaries is currently being audited or investigated, or to the knowledge of OptiumFinisar, subject to imminent audit or investigation by any Governmental Entity; (e) neither Optium Finisar nor any of its Subsidiaries is, or within the last three (3) years has been, subject to any order, decree, injunction or judgment by any Governmental Entity or private settlement contract in respect of any labor or employment matters; (f) Optium Finisar and each of its Subsidiaries is in material compliance with the requirements of the Immigration Reform Control Act of 1986 and similar Law regarding employment of workers who are not citizens of the country in which services are performed; (g) all employees of Optium Finisar and each of its Subsidiaries are employed at-will and no such employees are subject to any contract with Optium Finisar or any of its Subsidiaries or any policy or practice of Optium Finisar or any of its Subsidiaries providing for right of notice of termination of employment or the right to receive severance payments or similar benefits upon the termination of employment by Optium Finisar or any of its Subsidiaries; (h) to the extent that any Optium Finisar Contingent Workers are employed, Optium Finisar and each of its Subsidiaries has properly classified and treated them in accordance with applicable Law and for purposes of all employee benefit plans and perquisites, and (i) neither Optium Finisar nor any of its Subsidiaries has experienced a "plant closing," "business closing," or "mass layoff" as defined in the Worker Adjustment and Retraining Notification WARN Act (the "WARN Act") or any similar Law affecting any site of employment of Optium Finisar or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of Optium Finisar or any of its Subsidiaries, and, during the ninety (90)-day period preceding the date hereof, no employee has suffered an "employment loss," as defined in the WARN Act, with respect to Optium Finisar or any of its Subsidiaries.

Employment Law Matters. Except for matters that have not resulted, and would not reasonably be expected to result in, a Material Adverse Effect on Optium: (a) Optium The Company and each of its Subsidiaries Subsidiaries: (i) is in material compliance with all applicable Law Laws and agreements respecting laborhiring, employment, fair termination of employment, plant closing and mass layoff (including the WARN Act and any similar state Laws), employment practicesdiscrimination, work place safety harassment, retaliation and healthreasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours; (b) neither Optium nor any hours of its Subsidiaries is delinquent in any payments to any work, employee or to any health and safety, leasing and supply of temporary and contingent staff, engagement of independent contractors, consultantsincluding proper classification of same, temporary employeespayroll taxes, leased employees or other servants or agents employed or used and immigration with respect to the operation of the business of Optium or any of its Subsidiaries Company Employees; and classified by Optium or any of its Subsidiaries as other than an employee or compensated other than through wages paid by Optium or any of its Subsidiaries through its respective payroll department and reported on a form W-4 ("Optium Contingent Workers"), for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Optium Contingent Workers; (cii) there are no grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the knowledge of Optium, threatened against Optium or any of its Subsidiaries in any judicial, regulatory or administrative forum, under any private dispute resolution procedure or internally; (d) none of the employment policies or practices of Optium or any of its Subsidiaries is currently being audited or investigated, or to the knowledge of Optium, subject to imminent audit or investigation by any Governmental Entity; (e) neither Optium nor any of its Subsidiaries is, or within the last three (3) years has been, subject to any order, decree, injunction or judgment by any Governmental Entity or private settlement contract in respect of any labor or employment matters; (f) Optium and each of its Subsidiaries is in material compliance with all applicable Laws relating to the requirements of the Immigration Reform Control Act of 1986 relations between it and similar Law regarding employment of workers who are not citizens of the country in which services are performed; (g) all employees of Optium any labor organization, trade union, work council or other body representing Company Employees. The Company and each of its Subsidiaries are employed at-will and no such employees are subject to not liable for any contract with Optium arrears in respect of any wages, payroll or other taxes or any penalty for failure to comply with the same. The plant closure of its Subsidiaries the Company’s plant facility located in Brownsville, TX on or any policy or practice of Optium or any of its Subsidiaries providing for right of notice of about June, 2009 was in full compliance with all applicable Laws and agreements relating to employment, termination of employment and plant closing and mass layoff (including the WARN Act and any similar state Laws). The Company and its Subsidiaries have no obligations or the right liabilities of any kind or nature whatsoever arising out or relating to receive severance payments or similar benefits upon the employment, termination of employment by Optium or any and plant closing and mass layoff of its Subsidiaries; (h) to the extent that any Optium Contingent Workers are employedBrownsville, Optium and each of its Subsidiaries TX facility. Furthermore, the Company has properly classified and treated them not engaged in accordance with applicable Law and for purposes of all employee benefit plans and perquisites, and (i) neither Optium nor any of its Subsidiaries has experienced a "“plant closing," "business closing," ” or "“mass layoff" ” as defined in by the Worker Adjustment and Retraining Notification WARN Act (the "WARN Act") or any similar Law affecting state Laws in the past six (6) months, nor has any site of employee suffered an “employment of Optium loss” as defined by the WARN Act or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of Optium or any of its Subsidiaries, and, during the ninety (90)-day period preceding the date hereof, no employee has suffered an "employment loss," as defined similar state laws in the WARN Act, with respect to Optium or any of its Subsidiariespast three (3) months.