OR
INVESTIGATION BEFORE ANY GOVERNMENTAL ENTITY.
3.15.11.
SCHEDULE 3.15.11 OF THE DISCLOSURE SCHEDULE SETS FORTH A TRUE,
CORRECT AND COMPLETE LIST OF ALL SEVERANCE CONTRACTS AND EMPLOYMENT CONTRACTS TO
WHICH THE COMPANY IS A PARTY OR BY WHICH THE COMPANY IS BOUND.
THE COMPANY HAS
NO OBLIGATION TO PAY ANY AMOUNT OR PROVIDE ANY BENEFIT TO ANY FORMER EMPLOYEE OR
OFFICER, OTHER THAN OBLIGATIONS (I) FOR WHICH COMPANY HAS ESTABLISHED A RESERVE
FOR SUCH AMOUNT ON THE COMPANY BALANCE SHEET AND (II) PURSUANT TO CONTRACTS
ENTERED INTO AFTER THE COMPANY BALANCE SHEET DATE AND DISCLOSED ON
SCHEDULE 3.15.11 OF THE DISCLOSURE SCHEDULE.
THE COMPANY IS NOT A PARTY TO NOR
BOUND BY ANY COLLECTIVE BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT, NO
COLLECTIVE BARGAINING AGREEMENT IS BEING NEGOTIATED BY THE COMPANY AND THE
COMPANY HAS NO DUTY TO BARGAIN WITH ANY LABOR ORGANIZATION.
THERE IS NO PENDING
DEMAND FOR RECOGNITION OR ANY OTHER REQUEST OR DEMAND FROM A LABOR ORGANIZATION
FOR REPRESENTATIVE STATUS WITH RESPECT TO ANY PERSON EMPLOYED BY THE COMPANY.
THE COMPANY HAS NO KNOWLEDGE OF ANY ACTIVITIES OR PROCEEDINGS OF ANY LABOR UNION
OR TO ORGANIZE THEIR RESPECTIVE EMPLOYEES.
THERE IS NO LABOR DISPUTE, STRIKE OR
WORK STOPPAGE AGAINST THE COMPANY PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED, WHICH MAY INTERFERE WITH THE RESPECTIVE BUSINESS ACTIVITIES OF THE
COMPANY.
NEITHER THE COMPANY, NOR TO THE KNOWLEDGE OF THE COMPANY, ANY OF ITS
REPRESENTATIVES OR EMPLOYEES, HAS COMMITTED ANY UNFAIR LABOR PRACTICE IN
CONNECTION WITH THE OPERATION OF THE RESPECTIVE BUSINESSES OF THE COMPANY, AND
THERE IS NO CHARGE OR COMPLAINT AGAINST THE COMPANY BY THE NATIONAL LABOR
RELATIONS BOARD OR ANY COMPARABLE GOVERNMENTAL ENTITY PENDING OR TO THE
KNOWLEDGE OF THE COMPANY, THREATENED.
NO EMPLOYEE OF THE COMPANY HAS RESIGNED
OR BEEN DISMISSED IN THE 12 MONTH PERIOD ENDING ON THE DATE OF SIGNING THE
ORIGINAL PURCHASE AGREEMENT, FOR ANY REASON (INCLUDING DISABILITY OR DEATH).
3.15.12.
NO EMPLOYEE OF THE COMPANY IS IN VIOLATION OF ANY TERM OF ANY
EMPLOYMENT AGREEMENT, PATENT DISCLOSURE AGREEMENT, 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 BECAUSE OF THE NATURE OF THE BUSINESS
CONDUCTED OR PRESENTLY PROPOSED TO BE CONDUCTED BY THE COMPANY OR TO THE USE OF
TRADE SECRETS OR PROPRIETARY INFORMATION OF OTHERS.
EXCEPT AS SET FORTH ON
SCHEDULE 3.15.12 OF THE DISCLOSURE SCHEDULE, NO EMPLOYEE OF THE COMPANY HAS
GIVEN NOTICE TO THE COMPANY, NOR DOES THE COMPANY OTHERWISE HAS KNOWLEDGE, THAT
ANY SUCH EMPLOYEE INTENDS TO TERMINATE HIS OR HER EMPLOYMENT WITH THE COMPANY.
THE EMPLOYMENT OF EACH OF THE EMPLOYEES OF THE COMPANY IS "AT WILL" (EXCEPT FOR
NON-U.S. EMPLOYEES OF THE COMPANY LOCATED IN A JURISDICTION THAT DOES NOT
RECOGNIZE THE "AT WILL" EMPLOYMENT CONCEPT) AND THE COMPANY DOES NOT HAVE ANY
OBLIGATION TO PROVIDE ANY PARTICULAR FORM OR PERIOD OF NOTICE PRIOR TO
TERMINATING THE EMPLOYMENT OF ANY OF THEIR RESPECTIVE EMPLOYEES, EXCEPT AS SET
FORTH