Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each of the Company and the Company Subsidiary is in compliance in all material respects with all applicable Laws respecting employment and employment practices, including Laws concerning wages and hours, the classification and payment of employees and independent contractors, immigration, fair employment practices, workers’ compensation, occupational safety, and plant closings, and are not and have not been engaged in any unfair labor practice as defined in the National Labor Relations Act. Neither the Company nor the Company Subsidiary is a party to any collective bargaining or other Contract with a labor union or other employee representative, and no such Contract is being negotiated by the Company or the Company Subsidiary. There currently is no labor dispute, picketing, strike, work slowdown, lockout or work stoppage against the Company or the Company Subsidiary pending and, to the knowledge of the Company, none are threatened. None of the employees of the Company or the Company Subsidiary are represented by a labor union. To the Company’s knowledge, there is no effort by or on behalf of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge of the Company, no petition has been filed or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of the Company, there is no unfair labor practice charge pending before the National Labor Relations Board or any other labor relations tribunal. To the Company’s knowledge, no employee of the Company or the Company Subsidiary is in material violation of any employment Contract, non-disclosure agreement, noncompetition agreement, or restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others.

Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each Section 3.11.1 Each of the Company and the each Company Subsidiary is in material compliance in all material respects with all applicable Laws respecting employment and employment practiceslabor, including Laws concerning wages and hours, the classification and payment of employees and independent contractors, immigrationemployment, fair employment practices, terms and conditions of employment, workers’ ' compensation, occupational safety, and plant closings, and are not wages and have not been engaged in hours. None of the Company or any unfair labor practice as defined Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the National Labor Relations Actnormal course of business and consistent with past practice). Neither None of the Company nor the or any Company Subsidiary is a party to any collective bargaining or other Contract with a labor union contract applicable to persons employed by the Company or other employee representativeany Company Subsidiary, and no such Contract collective bargaining agreement or other labor union contract is being negotiated by the Company or the any Company Subsidiary. There currently is no labor dispute, picketing, strike, work slowdown, lockout slowdown or work stoppage against the Company or the any Company Subsidiary pending andor, to the knowledge of the Company, none are threatened. None of threatened which would reasonably be expected to interfere with the employees business activities of the Company or and the Company Subsidiary are represented by Subsidiaries, taken as a labor unionwhole. To the Company’s knowledge, there is no effort by or on behalf of any No labor union or similar organization has been certified to organize represent any such employeepersons employed by the Company or any Company Subsidiary or, and there have been no such efforts for the past three (3) years. To to the knowledge of the Company, no petition has been filed applied to represent such employees or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification is attempting to organize so as the bargaining representative of any employee or group of employees to represent such employees. None of the Company or any Company Subsidiary has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Company Subsidiary. To the knowledge of the Company, and there is no unfair labor practice charge pending before or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state agency pending or, to the knowledge of the Company, threatened. None of the Company or any Company Subsidiary is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other labor relations tribunaldirect compensation for any services performed for it or amounts required to be reimbursed to such employees. Each of the Company and each Company Subsidiary has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing, except for amounts that are not, individually or in the aggregate, material. There are no material pending claims against the Company or any Company Subsidiary under any workers' compensation plan or policy or for long term disability. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company or any Company Subsidiary, on the one hand, and any of their respective current or former employees, on the other hand, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s 's knowledge, no employee of the Company or the any Company Subsidiary is in any material respect in violation of any term of any employment Contractcontract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the such Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. As of the date of this Agreement, no executive officer or key employee of the Company or any Company Subsidiary has given notice, nor is the Company otherwise aware, that any such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

Labor and Other Employment Matters. (a) Except Each of the Company and each Company Subsidiary is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened which may interfere in any respect with the respective business activities of the Company or any Company Subsidiary. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or has applied to represent such employees or, to the knowledge of the Company, is attempting to organize so as to represent such employees. None of the Company, any Company Subsidiary or their respective representatives or employees has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Company Subsidiary, and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is delinquent in payments to any of its employees for any wages, each salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. Each of the Company and the each Company Subsidiary is in compliance in has withheld all material respects with all applicable Laws respecting employment and employment practicesamounts required by Law or by agreement to be withheld from the wages, including Laws concerning wages and hours, the classification and payment of employees and independent contractors, immigration, fair employment practices, workers’ compensation, occupational safetysalaries, and plant closingsother payments to employees, and are is not and have not been engaged in liable for any unfair labor practice as defined in arrears of wages or any Taxes or any penalty for failure to comply with any of the National Labor Relations Act. Neither the Company nor the Company Subsidiary is a party to any collective bargaining or other Contract with a labor union or other employee representative, and no such Contract is being negotiated by the Company or the Company Subsidiaryforegoing. There currently is are no labor dispute, picketing, strike, work slowdown, lockout or work stoppage material pending claims against the Company or the any Company Subsidiary under any workers’ compensation plan or policy or for long term disability. There are no material controversies pending andor, to the knowledge of the Company, none are threatened. None of the employees of , between the Company or the any Company Subsidiary are represented by a labor union. To the Company’s knowledgeand any of their current or former employees, there is no effort by which controversies have or on behalf of could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge of the Company, no petition has been filed or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of the Company, there is no unfair labor practice charge pending before the National Labor Relations Board or any other labor relations tribunalGovernmental Entity. To the Company’s knowledge, no employee of the Company or the any Company Subsidiary is in any material respect in violation of any term of any employment Contractcontract, non-disclosure agreement, noncompetition non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the such Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No employee of the Company or any Company Subsidiary who holds a material position of responsibility within the Company’s organization (taken as whole with the Company Subsidiaries) has given notice to the Company or any Company Subsidiary of termination of employment, nor does the Company have any knowledge, that any such employee intends to terminate his or her employment with the Company or any Company Subsidiary. The Company has made available to Parent true and complete copies of the most recent EEO-1 Report filed on behalf of the Company and each Company Subsidiary. The Company and the Company Subsidiaries are not required to file Vets 100 Reports and do not maintain Affirmative Action Plans.

Labor and Other Employment Matters. (a) Except Each of the Company and each Company Subsidiary is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers' compensation, occupational safety, plant closings, and wages and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened which may interfere in any respect with the respective business activities of the Company or any Company Subsidiary. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or has applied to represent such employees or, to the knowledge of the Company, is attempting to organize so as to represent such employees. None of the Company, any Company Subsidiary or their respective representatives or employees has committed any unfair labor practices in connection with the operation of the respective businesses of the Company or any Company Subsidiary, and there is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint would not, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is delinquent in payments to any of its employees for any wages, each salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. Each of the Company and the each Company Subsidiary is in compliance in has withheld all material respects with all applicable Laws respecting employment and employment practicesamounts required by Law or by agreement to be withheld from the wages, including Laws concerning wages and hours, the classification and payment of employees and independent contractors, immigration, fair employment practices, workers’ compensation, occupational safetysalaries, and plant closingsother payments to employees, and are is not and have not been engaged in liable for any unfair labor practice as defined in arrears of wages or any Taxes or any penalty for failure to comply with any of the National Labor Relations Act. Neither the Company nor the Company Subsidiary is a party to any collective bargaining or other Contract with a labor union or other employee representative, and no such Contract is being negotiated by the Company or the Company Subsidiaryforegoing. There currently is are no labor dispute, picketing, strike, work slowdown, lockout or work stoppage material pending claims against the Company or the any Company Subsidiary under any workers' compensation plan or policy or for long term disability. There are no material controversies pending andor, to the knowledge of the Company, none are threatened. None of the employees of , between the Company or the any Company Subsidiary are represented by a labor unionand any of their current or former employees, which controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, there is no effort by or on behalf of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge of the Company, no petition has been filed or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of the Company, there is no unfair labor practice charge pending before the National Labor Relations Board or any other labor relations tribunal. To the Company’s 's knowledge, no employee of the Company or the any Company Subsidiary is in any material respect in violation of any term of any employment Contractcontract, non-disclosure agreement, noncompetition non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the such Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No employee of the Company or any Company Subsidiary who holds a material position of responsibility within the Company's organization (taken as whole with the Company Subsidiaries) has given notice to the Company or any Company Subsidiary of termination of employment, nor does the Company have any knowledge, that any such employee intends to terminate his or her employment with the Company or any Company Subsidiary. The Company has made available to Parent true and complete copies of the most recent EEO-1 Report filed on behalf of the Company and each Company Subsidiary. The Company and the Company Subsidiaries are not required to file Vets 100 Reports and do not maintain Affirmative Action Plans.

Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each Each of the Company, Company LP and the each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting employment and employment practiceswith respect to labor, including Laws concerning wages and hoursemployment, the classification and payment of employees and independent contractors, immigrationemployee classification, fair employment practices, unfair labor practices, terms and conditions of employment, workers’ compensation, occupational safetysafety and health, and plant closings, wages and are not hours, immigration, leasing and have not been engaged supply of temporary and contingent staff, and engagement of independent contractors, including proper classification of same. Except as set forth in any unfair labor practice as defined in the National Labor Relations Act. Neither Section 4.11 of the Company nor Disclosure Letter, none of the Company, Company LP or any Company Subsidiary is a party to any collective bargaining or other Contract with a labor union or other employee representative, and no such Contract is being negotiated by the Company or the Company Subsidiary. There currently is no labor dispute, picketing, strike, work slowdown, lockout or work stoppage against the Company or the Company Subsidiary pending andor, to the knowledge of the Company, none are threatened. None any Company Property Manager, is (or has been in the past five (5) years) a party to or bound by any collective bargaining agreement, or party to or bound by any other agreement with a labor union that contains a neutrality or accretion clause, and no labor union has in the past five (5) years been certified to represent any employee of the employees of the Company, Company LP or the any Company Subsidiary are represented by a labor union. To the Company’s knowledgeor, there is no effort by or on behalf of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge of the Company, no petition has been filed any Company Property Manager (or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of individual over whom the Company, there Company LP, any Company Subsidiary or any Company Property Manager has a joint employment relationship), or has demanded, applied, or threatened to demand or apply, to represent or is no unfair labor practice charge attempting to organize so as to represent such employees, including any representation or certification proceedings or petitions seeking a representation proceeding presently pending before or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunaltribunal or authority. To There is no pending or, to the knowledge of the Company’s knowledge, no employee threatened work stoppage, slowdown, lockout, material arbitration, or material grievance, labor strike, picketing, or other material labor disputes against the Company, Company LP or any Company Subsidiary, or, to the knowledge of the Company, any Company Property Manager, or at any Company Property, and no such activity has occurred in the past three (3) years. None of the Company, Company LP or any Company Subsidiary is in has any material violation outstanding liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), as a result of any action taken by the Company, Company LP or a Company Subsidiary. None of the Company, Company LP or any Company Subsidiary has any outstanding material liability in connection with the termination of employment Contract, nonof its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-disclosure agreement, noncompetition agreement, or restrictive covenant to a former employer relating to the right engagement of any such employee to be employed by and none of the Company, Company LP or the any Company Subsidiary because of the nature of the business conducted or presently proposed has any outstanding material liability for failure to be conducted by it provide information or to the use of trade secrets or proprietary information of othersconsult with employees under any employment Laws.

Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each of the The Company and the each Company Subsidiary is is, and since January 1, 2009 has been, in compliance in all material respects with (i) all applicable Laws respecting employment and employment practiceslabor, including Laws concerning wages and hours, the classification and payment of employees and independent contractors, immigrationemployment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, and plant closings, and are wages and hours, and (ii) all collective bargaining agreements. Neither the Company nor any Company Subsidiary is engaged in and since January 1, 2009, has not and have not been engaged in any unfair labor practice as defined in the National Labor Relations Actany material respect. Neither Section 3.13(a) of the Company nor Disclosure Letter lists each collective bargaining agreement covering the terms of employment of any employee of the Company Subsidiary is a party to or any collective bargaining or other Contract with a Company Subsidiary. No labor union or other employee representative, and no such Contract collective bargaining agreement is currently being negotiated by or involves the Company or the any Company Subsidiary. There currently Subsidiary and there is no labor dispute, picketing, strike, work slowdown, lockout or work stoppage against the Company or the Company Subsidiary pending andor, to the knowledge of the Company, none are threatened. None of the employees of threatened demand for recognition or certification and no representation or certification proceedings or petitions relating to the Company or any Company Subsidiary. There is no ongoing, and to the knowledge of the Company, no pending or threatened, work stoppage, slowdown, labor strike, material labor dispute, union organizing efforts or requests for representation against the Company Subsidiary are represented by a labor union. To the Company’s knowledge, there is no effort by or on behalf of any labor union to organize any such employeeCompany Subsidiary, and there have been no such efforts for actions within the past three (3) years. To the knowledge of the Company, there are no petition has been filed pending or threatened material grievances or arbitration proceedings instituted by arising out of or under any labor union or other labor organization with collective bargaining agreement, and since January 1, 2009, none have existed. Neither the National Labor Relations Board Company nor any Company Subsidiary has engaged in layoffs or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees employment terminations sufficient in number to trigger application of the Company or the Company Subsidiary. To the knowledge of the Company, there is no unfair labor practice charge pending before the National Labor Relations Board federal Worker Adjustment and Retraining Notification Act or any other labor relations tribunalsimilar state, local or foreign Law (including, but not limited to, any state laws relating to plant closings or mass layoffs) (collectively, “WARN”) during the last six (6) years. To the Company’s knowledge, no employee of the The Company or the and each Company Subsidiary is and has been in material violation of any employment Contractcompliance with WARN, non-disclosure agreement, noncompetition agreement, or restrictive covenant to a former employer relating to the right of any such employee to be employed by and the Company or the and each Company Subsidiary because of the nature of the business conducted has not incurred any liability or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of othersobligation under WARN which remains unsatisfied.

Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, have a Section 3.11.1 The Company Material Adverse Effect, each of the Company and the Company Subsidiary is in compliance in all material respects with all applicable Laws respecting employment and employment practiceslabor, including Laws concerning wages and hours, the classification and payment of employees and independent contractors, immigrationemployment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, and plant closings, and are wages and hours. The Company is not and have not been engaged in liable for any unfair labor practice as defined payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the National Labor Relations Actnormal course of business and consistent with past practice). Neither the The Company nor the Company Subsidiary is not a party to any collective bargaining or other Contract with a labor union or other employee representativecontract applicable to persons employed by the Company, and no such Contract collective bargaining agreement or other labor union contract is being negotiated by the Company or the Company SubsidiaryCompany. There currently is no labor dispute, picketing, strike, work slowdown, lockout slowdown or work stoppage against the Company or the Company Subsidiary pending andor, to the knowledge of the Company, none threatened between the Company and any of its employees, and the Company has not experienced any such labor dispute, strike, slowdown or work stoppage within the past three years. The Company has not breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are threatenedno grievance outstanding against the Company under any such agreement or contract. None of the employees of No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or has applied to represent such employees or is attempting to organize so as to represent such employees. Neither the Company Subsidiary are represented by a nor its representatives or employees has committed any unfair labor union. To practices in connection with the Company’s knowledge, there is no effort by or on behalf operation of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge business of the Company, no petition has been filed or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of the Company, and there is no unfair labor practice charge pending before or complaint against the Company by the National Labor Relations Board or any comparable state or foreign agency pending or, to the knowledge of the Company, threatened. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other labor relations tribunaldirect compensation for any services performed for it or amounts required to be reimbursed to such employees. The Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no pending claims against the Company under any workers’ compensation plan or policy or for long term disability. There is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted and is now pending or threatened before the United States Equal Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company has employed or currently employs any person. Each independent contractor of the Company has been properly classified as an independent contractor for the purposes of Tax Laws, Laws applicable to employee benefits and other applicable Laws. Each of the Company’s employees has been properly classified as either an exempt or a non-exempt employee for the purposes of all applicable local, state and federal wage and hour Laws and all employees of the Company have received the pay to which they are entitled to under the applicable local, state and federal wage and hour Laws. There are no controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its current or former employees. To the Company’s knowledge, no employee of the Company or the Company Subsidiary is in material violation of any term of any employment Contractcontract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No employee of the Company has given notice, nor does the Company otherwise have knowledge, that such employee intends to terminate his or her employment with the Company.

Labor and Other Employment Matters. (a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each Each of the Company and the Company Subsidiary is in compliance in all material respects with all applicable Laws respecting employment and employment practiceslabor, including Laws concerning wages and hours, the classification and payment of employees and independent contractorsemployment, immigration, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, and plant closings, compensation and are not benefits, and have not been engaged in wages and hours. Neither the Company nor the Company Subsidiary is liable for any unfair labor practice as defined payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the National Labor Relations Actnormal course of business and consistent with past practice). Neither the Company nor the Company Subsidiary is a party to any collective bargaining or other Contract with a bargaining, labor union Contract or other employee representativesimilar agreement applicable to Persons employed by the Company or the Company Subsidiary, and no such collective bargaining agreement or labor union Contract is being negotiated by the Company or the Company Subsidiary. There currently is no labor dispute, picketing, strike, work slowdown, lockout or work stoppage against the Company or the Company Subsidiary pending andor, to the knowledge of the Company, none are threatened, and neither the Company nor the Company Subsidiary has experienced any labor dispute, strike, slowdown, lockout or work stoppage or other material labor difficulty involving its employees since January 1, 2007. None of the employees of No labor union or similar organization has otherwise been certified to represent any Persons employed by the Company or the Company Subsidiary are represented by a labor union. To the Company’s knowledgeor, there is no effort by or on behalf of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge of the Company, no petition has been filed applied to represent such employees or proceedings instituted by is attempting to organize so as to represent such employees. Neither the Company, the Company Subsidiary nor, to the knowledge of the Company, any of their respective representatives or employees has committed any unfair labor union or other labor organization practices in connection with the National Labor Relations Board or other labor relations authority seeking recognition or certification as operation of the bargaining representative of any employee or group of employees respective businesses of the Company or the Company Subsidiary. To , and there is no charge or complaint against the Company or the Company Subsidiary by the National Labor Relations Board, any comparable state or foreign agency, or any individual, pending or, to the knowledge of the Company, there is no threatened, except where such unfair labor practice practice, charge pending before or complaint, individually or in the National Labor Relations Board aggregate, would not be material to the Company. Neither the Company nor the Company Subsidiary is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, other than delinquencies which are unlikely to be material to the Company. The Company and each Company Subsidiary has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no material written pending claims against the Company or the Company Subsidiary under any workers’ compensation plan or policy or for long term disability. There are no controversies pending or, to the knowledge of the Company, threatened in writing between the Company or the Company Subsidiary and any of their current or former employees, which controversies have resulted in or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity, other labor relations tribunalthan controversies which would not be material to the Company. To the Company’s knowledge, no employee of the Company or the Company Subsidiary is in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. No key employee of the Company or the Company Subsidiary has given written notice that such employee intends to terminate his or her employment with the Company or the Company Subsidiary.

Labor and Other Employment Matters. (a) Except as would not, individually or set forth in the aggregateCompany SEC Filings filed prior to the date of this Agreement, have a Company Material Adverse Effect, each of the Company and the Company Subsidiary is in compliance in all material respects with all applicable Laws respecting employment and employment practices, including Laws concerning wages and hours, the classification and payment of employees and independent contractors, immigration, fair employment practices, workers’ compensation, occupational safety, and plant closings, and are not and have not been engaged in any unfair labor practice as defined in the National Labor Relations Act. Neither the Company nor the Company Subsidiary is a party to any collective bargaining or other Contract with a labor union or other employee representative, and no such Contract is being negotiated by the Company or the Company Subsidiary. There currently is no labor dispute, picketing, strike, work slowdown, lockout or work stoppage or labor strike against the Company or the any Company Subsidiary by employees is pending andor, to the knowledge of the Company, none are threatenedthreatened which would have a Company Material Adverse Effect. None Neither the Company nor any Company Subsidiary is delinquent in payments to any of the its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. The Company and each of the Company Subsidiaries are in substantial compliance with all applicable Laws respecting labor, employment, fair employment practices (including, but not limited to, equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours. The Company and each Company Subsidiary has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice). There are represented by no material pending claims against the Company or any Company Subsidiary under any workers’ compensation plan or policy or for long term disability; and neither the Company nor any Company subsidiary is subject to, is a party to, or, to the knowledge of the Company, has been threatened with any action, proceeding, dispute, grievance, arbitration, investigation before any Governmental Entity, charge or lawsuit relating to labor unionor employment matters involving any current or former employees or consultants, including but not limited to matters involving labor, employment, fair employment practices (including, but not limited to, equal employment opportunity laws), terms and conditions of employment, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company or any Company Subsidiary and any of their respective current or former employees or consultants, which controversies have or would reasonably be expected to result in an action, proceeding, dispute, grievance, arbitration, investigation before any Governmental Entity, charge or lawsuit. To the Company’s knowledge, there is no effort by or on behalf of any labor union to organize any such employee, and there have been no such efforts for the past three (3) years. To the knowledge as of the Companydate hereof, no petition has been filed or proceedings instituted by any labor union or other labor organization with the National Labor Relations Board or other labor relations authority seeking recognition or certification as the bargaining representative of any employee or group of employees of the Company or the Company Subsidiary. To the knowledge of the Company, there is no unfair labor practice charge pending before the National Labor Relations Board or any other labor relations tribunal. To the Company’s knowledge, no employee of the Company or the Company Subsidiary is are in any material respect in violation of any term of any employment Contract, non-disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or the any Company Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it the Company or such Company Subsidiary or to the use of trade secrets or proprietary information of others.