Common use of Compliance with Employment Laws Clause in Contracts

Compliance with Employment Laws. The Company and each Subsidiary is in material compliance with all applicable foreign, federal, state and local Legal Requirements respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) compensation, and hours of work. There are no material Actions pending or threatened against the Company, any Subsidiary, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or threatened Actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company Each Credit Party and each Subsidiary of its Subsidiaries is in material compliance with all applicable foreignstatutes, federalregulations and orders of, state and local Legal Requirements respecting all applicable restrictions imposed by, all Governmental Authorities pertaining to employment and employment practices, including wages, hours, compensation, fringe benefits, paid sick leave, employment or termination of employment, leave of absence rights, employment practicespolicies, immigration, terms and conditions of employment, worker classificationchild labor, tax withholdinglabor or employee relations, social security contributions withholdingaffirmative action, prohibited discrimination, working time, employee representationgovernment contracting obligations, equal employment, employment opportunity and fair employment practices, meal disability rights and rest periodsbenefits, immigration statusworkers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, privacy rights, harassment, discrimination, retaliation, and working conditions or employee safety and or health, wages (including overtime wages) compensation, and hours of work. There are no material Actions pending actions, suits, claims, charges, complaints, grievances, arbitrations, investigations or threatened other legal proceedings against the Company, any Subsidiary, Credit Party or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material its Subsidiaries pending or threatened Actions against Company, to the knowledge of any Subsidiary, any Company trustee Credit Party or any trustee of any Subsidiary under any worker’s compensation policy its Subsidiaries, threatened to be brought or long-term disability policy. Neither the Company nor any Subsidiary is party to a conciliation agreementfiled, consent decree by or other agreement or order with any Governmental Entity Authority or arbitrator in connection with respect to the employment practices. Except as set forth in Section 2.16 or engagement (or termination of the Disclosure Scheduleemployment or engagement) of any current or former employee, the services provided by each applicant, contractor, or other individual service provider of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company Credit Party or any ERISA Affiliate of its Subsidiaries, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage or hours violations, unpaid wages, unpaid commissions, wrongful termination or any other employment related matter arising under applicable law. No Credit Party nor any of its Subsidiaries has implemented any “plant closing” or “mass layoff” of employees that would reasonably be expected to require notification under the WARN Act or any similar state or local law, no such "plant closing" or "mass layoff" will be implemented before the Closing Date without advance notification to and approval of Lenders, and there has been no "employment loss" as defined by the WARN Act within the ninety (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan 90) days prior to the Effective TimeClosing Date. Section 2.16(a) With respect to each Credit Party and each of its Subsidiaries, all employees are employed on an “at-will” basis and their employment can be terminated at any time for any reason without notice or payment of severance, change of control payments or acceleration, or other compensation or consideration being owed to such individual other than amounts owed as of the Disclosure Schedule lists all liabilities date of the Company to any Employee termination from employment based on service before that would result from the termination by the Company, Parent date or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wagesrequired under applicable law.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) is not liable for any material arrears of wages or any Tax or penalty for failure to comply with any of the foregoing and (ii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company, any Subsidiary, or or, to the Knowledge of the Company, any of their Employees relating to any Employee solely in his or her capacity as an Employee, Employee Agreement or Company Employee Plan. There are no material pending or threatened Actions or reasonably anticipated claims or actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, ’s and each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in Subsidiaries. The Company has no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary is in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) compensation), compensation and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of 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 normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company, any Subsidiary, Company or any of their its Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or threatened Actions or reasonably anticipated claims or actions against Company, any Subsidiary, the Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the The Company nor any Subsidiary is not party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their its ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time). Section 2.16(a2.17(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee Employee, that would result from the termination by the Company, Company or Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j2.16(d). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company, any SubsidiaryERISA Affiliate, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or, to the Knowledge of the Company, threatened or threatened Actions reasonably anticipated claims (other than routine claims for benefits and appeals of such claims) or actions against Company, any SubsidiaryERISA Affiliate, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary ERISA Affiliate is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, benefits that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Timesuch termination). Section 2.16(a3.17(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee Employee, that would result from the termination by the Company, Parent Acquiror or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j3.16(g). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of (a) any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to (b) any employee leased from another employer or with respect to (c) any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary is of its Subsidiaries are in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax employee classification, Tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by applicable Legal Requirements or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, threatened or, to the Company’s Knowledge, reasonably anticipated against the Company, any Subsidiary, Company or any of their its Subsidiaries or Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending pending, threatened or, to the Company’s Knowledge, reasonably anticipated claims or threatened Actions actions against Company, the Company or any Subsidiary, any Company trustee of its Subsidiaries or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policypolicy of the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary is of its Subsidiaries are party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their its ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the First Effective Time). Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company and each of its Subsidiaries to any Employee Employee, that would result from the termination by the Company, Parent Company or any Subsidiary of its Subsidiaries or Parent of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j2.15(h). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending Actions, suits, claims or administrative matters pending, threatened or reasonably anticipated against the Company, any SubsidiaryERISA Affiliate, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or threatened Actions or reasonably anticipated claims or actions against Company, any SubsidiaryERISA Affiliate, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary ERISA Affiliate is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time). Section 2.16(a3.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee Employee, that would result from the termination by the Company, Parent Buyer or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j3.15(j). Neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is and since December 31, 2016 has been in material compliance with all applicable foreign, federal, state and local Legal Requirements Laws respecting employment, employment practices, and terms and conditions of employment, including, without limitation, all Laws respecting worker classification, tax withholding, social security contributions withholdingworkers’ compensation, unemployment insurance, prohibited discrimination, working timediscrimination or harassment, employee representationleave issues, affirmative action, disability rights or benefits, plant closures and layoffs, equal employment, fair employment practices, meal and rest periods, immigration statusimmigration, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, pay equity, labor relation and background checks. The Company and each of its Subsidiaries, where applicable, has been in compliance with Executive Order 11246 and all other applicable Laws requiring affirmative action or other employment-related actions for government contractors or subcontractors. In each case, with respect to Employees, Former Employees or current or former directors, officers, advisors, independent contractors or consultants, the Company and each of its Subsidiaries: (i) has withheld and reported in all material respects all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to such persons, (ii) is not liable for any material arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for such persons (other than routine payments to be made in the normal course of business and consistent with past practice). There are are, and since December 31, 2016, there have been, no material Actions pending or administrative matters pending, threatened or reasonably anticipated against the Company, any Subsidiary, or any of their Employees or Former Employees relating to any Employee, Former Employee, Employee Agreement Agreement, or Company Employee Plancurrent or former directors, officers, advisors, independent contractors or consultants. There are no material pending or threatened or reasonably anticipated Actions against the Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate Subsidiary has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to any employee leased from another employer or with respect to any employee Employee or Former Employee currently or formerly classified as exempt from overtime wages. None of the Company or its Subsidiaries is party to a settlement agreement with an Employee, Former Employee, or current or former director, officer, advisor, independent contractor or consultant that involves allegations relating to sexual harassment. To the Knowledge of the Company, in the last five (5) years, no allegations of sexual harassment or other misconduct have been made against (x) any Key Employee, (y) any officer of the Company or its Subsidiaries or (z) an Employee, and no such harassment or misconduct has occurred during the such period (whether or not allegations have been made).

Compliance with Employment Laws. The Company and each Subsidiary is in material compliance with all applicable foreign, federal, state and local Legal Requirements and other agreements or arrangements with any works council, employee representative or other labor organization or group of employees, and its own policies and internal regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholdingwithholding and reporting, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, or the equivalent under applicable Legal Requirements, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security and other payroll taxes or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending pending, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any Subsidiary, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or, or to the Knowledge of the Company, threatened or reasonably anticipated material pending or threatened Actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is currently a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees current employees inside the United States are terminable at the will of the Company and its ERISA Affiliates Affiliates, and outside the United States are terminable in compliance with applicable Legal Requirements, and any such termination would result in no liability expenses to the Company or any ERISA Affiliate (other than statutory severance obligations, ordinary administration expenses expenses, previously agreed to severance pay or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the First Merger Effective Time). Section 2.16(a2.17(a) of the Disclosure Schedule lists all liabilities of the Company current amounts owed to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j2.16(i). Neither To the Knowledge of the Company, neither the Company nor any ERISA Affiliate has any material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages, or the equivalent under applicable Legal Requirements.

Compliance with Employment Laws. The Company and each Subsidiary is of its Subsidiaries are in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax employee classification, Tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by applicable Legal Requirements or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or administrative matters pending, to the Company’s Knowledge threatened or reasonably anticipated, against the Company, any Subsidiary, Company or any of their its Subsidiaries or Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or to the Company’s Knowledge threatened Actions or reasonably anticipated claims or actions against Company, the Company or any Subsidiary, any Company trustee of its Subsidiaries or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policypolicy of the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary is of its Subsidiaries are party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity federal, state, or local agency or governmental authority with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their its ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective TimePlans or mandated by applicable law). Section 2.16(a2.17(a) of the Disclosure Schedule lists all liabilities of the Company and each of its Subsidiaries to any Employee Employee, that would result from the termination by the Company, Parent Company or any Subsidiary of its Subsidiaries or Parent of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j)2.16(j) or mandated by applicable law. Neither the Company nor any ERISA Affiliate has any material direct direct, or to the Knowledge of the Company, indirect liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary of its Subsidiaries is in material compliance with all applicable foreign, federal, state and local Legal Requirements laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of 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 normal course of business and consistent with past practice). There are no material Actions pending actions, suits, claims or threatened against administrative matters pending, or to the Knowledge of the Company, any Subsidiary, threatened or reasonably anticipated against the Company or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no material pending or threatened Actions against or, to the Knowledge of the Company, any Subsidiarythreatened or reasonably anticipated claims or actions against the Company, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the The Company nor any Subsidiary is not party to a conciliation agreement, consent decree or other agreement or order with any Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees current employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the The Company nor any ERISA Affiliate has any no material direct or indirect liability with respect to any misclassification of (a) any person as an independent contractor, intern, and/or temporary worker contractor rather than as an employee, with respect to any employee leased from another employer or with respect to (b) any employee currently or formerly classified as exempt from overtime wages.

Compliance with Employment Laws. The Company and each Subsidiary is and since January 1, 2017 has been in compliance in all material compliance respects with all applicable foreign, federal, state and local Legal Requirements and other Contracts or arrangements with any works council, employee representative or other labor organization or group of employees, and its own written policies and internal regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, calculation of holiday pay, unions, affirmative action plans, immigration statusstatus and legal right to work inspections, employee safety and health, wages (including overtime wages) ), compensation, and hours of work. There are no material Actions pending , or threatened against the Companyequivalent under applicable Legal Requirements, and in each case, with respect to Employees or other individual service providers is not liable for any Subsidiaryarrears of wages, salaries, holiday pay, bonuses, commissions, wage premiums, fees, expense reimbursements, severance or any other compensation, or any of their Employees relating payment to any Employee, Employee Agreement trust or Company Employee Plan. There are no material pending other fund governed by or threatened Actions against Company, any Subsidiary, any Company trustee maintained by or any trustee on behalf of any Subsidiary under any worker’s Governmental Entity, with respect to unemployment compensation policy benefits or long-term disability policyother benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Neither the Company nor any Subsidiary is currently a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, ’s and each Subsidiary’s and their ERISA Affiliates’ Employees current employees inside the United States are terminable at the will of the Company and its ERISA Affiliates or any Subsidiary, and any such termination would result in no liability to the Company or any ERISA Affiliate Subsidiary for severance or similar payment or benefit (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the Effective Time). Section 2.16(a) To the Knowledge of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate has any no material direct or indirect liability with respect to any misclassification of any person as an independent contractor, intern, and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages.independent

Compliance with Employment Laws. The Company and each Subsidiary is in material compliance with all applicable foreign, federal, state and local Legal Requirements and other agreements or arrangements with any works council, employee representative or other labor organization or group of employees, and its own policies and internal regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholdingwithholding and reporting, social security contributions withholding, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages) ), compensation, and hours of work, or the equivalent under applicable Legal Requirements, and in each case, with respect to Employees: (i) has withheld and reported all amounts required by Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not liable for any arrears of wages, severance pay or any Taxes or social security contributions or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, with respect to unemployment compensation benefits, social security and other payroll taxes or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material Actions pending pending, or to the Knowledge of the Company, threatened or reasonably anticipated against the Company, any Subsidiary, or any of their Employees relating to any Employee, Employee Agreement or Company Employee Plan. There are no pending or, or to the Knowledge of the Company, threatened or reasonably anticipated material pending or threatened Actions against Company, any Subsidiary, any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the Company nor any Subsidiary is currently a party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedule, the The services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees current employees inside the United States are terminable at the will of the Company and its ERISA Affiliates Affiliates, and outside the United States are terminable in compliance with applicable Legal Requirements, and any such termination would result in no liability expenses to the Company or any ERISA Affiliate (other than statutory severance obligations, ordinary administration expenses expenses, previously agreed to severance pay or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan Plans prior to the First Merger Effective Time). Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company current amounts owed to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j2.15(i). Neither To the Knowledge of the Company, neither the Company nor any ERISA Affiliate has any material direct or indirect material liability with respect to any misclassification of any person as an independent contractor, intern, intern and/or temporary worker rather than as an employee, with respect to any employee leased from another employer or with respect to any employee currently or formerly classified as exempt from overtime wages, or the equivalent under applicable Legal Requirements.

Compliance with Employment Laws. The Company and each Subsidiary is Company Entity is, and has been since the Look-Back Date, in compliance, in all material compliance respects, with all Laws and any applicable foreign, federal, state and local Legal Requirements Labor Agreement respecting employment, employment practices, terms and conditions of employment, collective bargaining, worker classificationclassification (including the proper classification of workers as independent contractors or consultants and classification of employees as exempt or non-exempt under applicable Laws), tax Tax declaration and withholding, social security contributions withholdingwithholding and payment, prohibited discrimination, working time, employee representation, equal employment, fair employment practices, meal and rest periods, immigration statusleave of absence, affirmative action, workers’ compensation, disability rights or benefits, employee privacy, immigration, work permit and resident permit for foreign employees (where applicable), occupational safety and health, wages (including overtime wages) ), compensation, and hours of work. Except as would not be expected to result in material liability, the Company and each Company Entity: (i) has withheld and reported all amounts required by Law or by Contract to be withheld and reported with respect to wages, salaries and other payments to Employees, (ii) is not delinquent in payment of or otherwise liable for any arrears of wages, compensation, severance pay, bonuses, commissions, reimbursements, Social Insurances or any other compensation or other amounts payable to Employees or any Taxes or any penalty for failure to comply with any of the foregoing, and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of 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 normal course of business and consistent with past practice, or otherwise required by applicable Laws). There are no material Actions pending or or, to the Company’s Knowledge, threatened against the Company, Company or any Subsidiary, Company Entity or any of their Employees (or applicant for employment) relating to any Employee, Employee Agreement applicant for employment, employee Contract or Company Employee Plan. There Except for pending claims for benefits, there are no material pending or or, to the Company’s Knowledge, threatened Actions against Company, any Subsidiary, the Company or any Company trustee or any trustee of any Subsidiary under any worker’s compensation policy or long-term disability policy. Neither the The Company nor any Subsidiary is not a party to a conciliation agreement, consent decree or other agreement Contract or order Order with any federal, state, or local agency or Governmental Entity with respect to employment practices. Except as set forth in Section 2.16 of the Disclosure Schedulewould not be material, the services provided by each of the Company’s, each Subsidiary’s and their ERISA Affiliates’ Employees are terminable at the will of the Company and its ERISA Affiliates and any such termination would result in no liability to neither the Company or any ERISA Affiliate (other than ordinary administration expenses or with respect to benefits, other than bonuses, commissions or amounts under other compensation plans, that were previously earned, vested or accrued under Company Employee Plan prior to the Effective Time. Section 2.16(a) of the Disclosure Schedule lists all liabilities of the Company to any Employee that would result from the termination by the Company, Parent or any Subsidiary of such Employee’s employment or provision of services, other than those disclosed in Section 2.15(j). Neither the Company nor any ERISA Affiliate Entity has any material direct or indirect liability with respect to (x) any misclassification of any person Employee currently or formerly as an independent contractor, internconsultant, and/or temporary worker advisor, or similar service provider rather than as an employee, with respect to (y) any employee Employee leased from another employer employer, or with respect to (z) any employee misclassification of any Employee currently or formerly classified as exempt from overtime wages.