Labor and Employment (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole, Section 2.16(a) of the Seller Disclosure Schedule sets forth a complete and accurate list of the following information for all individuals (including, for the avoidance of doubt, employees, independent contractors, officers, directors or consultants) who are exclusively or primarily engaged in the MRT Program (collectively, the “Business Employees”): name, employment status (i.e., employee or independent contractor), job title, rate of compensation (and the portions thereof attributable to salary, bonus and other compensation), exempt classification (i.e., exempt or non-exempt), leave of absence status (whether or not on a leave of absence and, if so, for how long), accrued vacation, and severance pay.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole (i) no delays under applicable immigration Laws would be required with respect to the employment of any Business Employee on the Closing Date, (ii) no Business Employees are covered by unions nor, to the Seller’s Knowledge, have any union organizational efforts occurred with respect to the Business Employees in the three (3) preceding years, (iii) the Seller and each of the Selling Subsidiaries is in compliance in all material respects with all employment Laws applicable to the Business Employees and (iv) except as set forth on Section 2.16(b) of the Seller Disclosure Schedule, there have been no charges, suits, complaints, grievances, disciplinary matters or controversies pending or, to the Seller’s Knowledge, threatened in writing, between the Seller (or a Selling Subsidiary) and any Business Employee.
(c) Notwithstanding anything herein to the contrary, the representations and warranties set forth in this Section 2.16 are the only representations and warranties of the Seller and the Selling Subsidiaries with respect to labor and employment matters.
Statement of Understanding By executing this Agreement, Employee acknowledges that (a) Employee has had at least twenty-one (21) or forty-five (45) days, as applicable in accordance with the Age Discrimination in Employment Act, as amended, (the “ADEA”) to consider the terms of this Agreement (and any attachment necessary or desirable in accordance with the ADEA) and has considered its terms for such a period of time or has knowingly and voluntarily waived Employee’s right to do so by executing this Agreement and returning it to Company; (b) Employee has been advised by Company to consult with an attorney regarding the terms of this Agreement; (c) Employee has consulted with, or has had sufficient opportunity to consult with, an attorney of Employee’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Employee’s complete satisfaction; (e) Employee has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement, Employee has no contractual right or claim to the benefits and payments described herein; (g) the consideration provided for herein is good and valuable; and (h) Employee is entering into this Agreement voluntarily, of Employee’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.