Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party or Subsidiary, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of Borrower, after due inquiryany Loan Party or its Subsidiaries, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries, in each case in clause (a) through (c) above, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied and which would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of Borrower or any Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending orpending, or to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Borrower, threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower or its Subsidiaries any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries any Loan Party which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries any Loan Party that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries any Loan Party and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiariesany Loan Party that could reasonably be expected to have a Material Adverse Effect. None of Borrower or its Subsidiaries No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries any Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or its applicable Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. (a) There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerthe Borrowers, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, liability in excess of $2,000,000. (iib) There exists no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to lead to an interruption of their respective operations at any location or result in a material liability, or (iii) to liability in excess of $2,000,000. To the knowledge of Borrower, after due inquirythe Borrowers, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity is taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None No Loan Party or any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerthe Borrowers. (c) The Loan Parties and their Subsidiaries are in material compliance with Applicable Laws respecting employment and employment practices (including employment insurance, except where employer health tax, employment standards, labor relations, occupational health and safety, human rights, workers’ compensation, employment equity and pay equity) and, to the failure knowledge of the Borrowers, there are no pending or threatened proceedings before any Governmental Authority or otherwise with respect to do so any of the foregoing that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectliability in excess of $2,000,000.

Employee and Labor Matters. There Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, there is (ia) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iiic) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower , or its Subsidiaries has incurred (d) any liability or obligation incurred by Parent or any of its Subsidiaries under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries any Subsidiary thereof before any Governmental Authority governmental authority and no grievance or arbitration proceeding pending or threatened against Borrower or its any of the Loan Parties and their Subsidiaries which that arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, agreement; (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, any of the Loan Parties and their Subsidiaries; or (iiic) to the knowledge of Borrower, after due inquiryeach Loan Party, no union representation question existing with respect to the employees of Borrower or its any of the Loan Parties and their Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its any of the Loan Parties and their Subsidiaries. None of Borrower or its Subsidiaries the Loan Parties and their ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which law that remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its each of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent any such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its any of the Loan Parties and their Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerthat Loan Party or that Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party Obligor or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party Obligor or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party Obligor or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party Obligor or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party Obligor or its Subsidiaries. None of Borrower any Loan Party Obligor or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectmaterial liability.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied that reasonably could be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There As of the date hereof, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened in writing against the Par Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened in writing against the Par Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, Material Adverse Effect and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against the Par Borrower or its Restricted Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to Material Adverse Effect. None of the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Par Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, unless such incurrence could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of the Par Borrower or and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from the Par Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Par Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Change, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Change, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or SES and its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing Affiliates have complied with respect to the employees Transferred Employees in all material respects with all applicable employment and labor laws, including those relating to wages, hours, collective bargaining, discrimination, facility closing notices and the payment of Borrower social security and similar contributions, and are not liable for any arrears of wages or its Subsidiaries and no union organizing activity taking place any material penalties for failure to comply with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirementsforegoing, except to the extent such violations could notfor instances of noncompliance that, individually or in the aggregate, have not been and are not reasonably be expected to result in a Material Adverse Effect. All be material payments due from Borrower or its Subsidiaries on account to the business of wages and employee health and welfare insurance and other benefits have been paid or accrued the Transferred Businesses taken as a liability on whole. There is not pending any, and during the books 12 months preceding the date of Borrowerthis Agreement there has not been any, except where labor strike, dispute, work stoppage or lockout pending, against SES or any of its Affiliates with respect to the failure to do so could notTransferred Employees, other than as, individually or in the aggregate, is not reasonably be expected to result be material to the business of the Transferred Businesses, taken as a whole. None of SES or any of its Affiliates with respect to the Transferred Employees have engaged in any unfair labor practice, and, to the knowledge of SES, there are not any unfair labor practice or similar charges or complaints against any of the Transferred Businesses taken as a Material Adverse Effectwhole pending before any Governmental Entity, in each case that, individually or in the aggregate, is reasonably expected to be material to the business of the Transferred Businesses taken as a whole. To the knowledge of SES, as of the date of this Agreement, no labor organizational campaign is in progress with respect to Transferred Employees and no dispute concerning representation of such employees exists. With respect to the Transferred Employees, there are not any pending charges against any of the Transferred Businesses, or any of their current or former employees before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices that, individually or in the aggregate, is reasonably expected to be material to the business of the Transferred Businesses taken as a whole. Neither SES nor any of its Affiliates has received written notice during the 12 months preceding the date of this Agreement of the intention of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Transferred Businesses that is reasonably expected, individually or in the aggregate, to be material to the business of the Transferred Businesses taken as a whole.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Loan Party, threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower , in each case, that could reasonably be expected to result in the incurrence by any Loan Party or its Subsidiaries of any material liabilities or obligations. No Loan Party and no Subsidiary of any Loan Party has incurred any liability or obligation under resulting directly or indirectly from its breach of any provision of the Worker Adjustment and Retraining Notification Act or similar state law, in an amount that exceeds $1,000,000 in the aggregate at any one time and which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower each Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except in each case to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerany Loan Party, except in each case where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower or its Subsidiaries any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries any Loan Party which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) except as set forth on Schedule 4.24, to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. No Borrowers and no Subsidiary of any Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as set forth on Schedule 4.24, there is (ia) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of Borrowers, threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iiic) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower , or its Subsidiaries has incurred (d) any liability or obligation incurred by Parent or any of its Subsidiaries under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as could not reasonably be expected to result in a Material Adverse Change, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None Except as could not reasonably be expected to result in a Material Adverse Change, none of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority the National Labor Relations Board that could reasonably be expected to result in a Material Adverse Effect and no grievance or arbitration proceeding pending on the Restatement Effective Date or to the knowledge of Borrowers, threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its SubsidiariesMaterial Adverse Effect. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied except as could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending (to Borrower’s actual knowledge with respect to Immaterial Subsidiaries) or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after reasonable due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerany Loan Party, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied to the extent that such would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityliabilities in excess of $500,000, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityliabilities in excess of $500,000, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state or other law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance, employer contributions and employee remittances on account of statutory pension plans and employment insurance and other benefits have been paid or remitted when due or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries, in each case, to the extent such events could reasonably be expected to result in a material liability. None Except as set forth on Schedule 4.24, neither Borrower, nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrower or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that that, individually or in the aggregate, has or could reasonably be expected to result in have a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that that, individually or in the aggregate, has or could reasonably be expected to result in have a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to Material Adverse Effect. Neither Parent nor any of the employees of Borrower or its Subsidiaries. None of Borrower or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state lawLaws, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent where such violations could nothave or would, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All material payments due from Borrower Parent or its Restricted Subsidiaries on account of wages and employee health and welfare insurance insurance, employer and employee deductions and premiums and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could notso, individually or in the aggregate, has or would reasonably be expected to result in have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to result in a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state state, provincial or other applicable law, which remains unpaid or unsatisfied, except to the extent a failure to pay or satisfy such liability or obligation could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity or any labour negotiation is taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state state, provincial or territorial law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party after due inquiry, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, any Loan Party after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerComtech, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Parent and Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Parent or Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied except to the extent any liability or obligation could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, requirements except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Parent or any Borrower, threatened against Borrower Parent or any of its Subsidiaries before any Governmental Authority Authority, and no grievance or arbitration proceeding pending or threatened against Borrower Parent or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, liability or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or any of its Subsidiaries that could reasonably be expected to result in a material liability, liability or (iii) as of the Closing Date, to the knowledge of Parent or any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or any of its Subsidiaries. None Neither Parent nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and each of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) to the knowledge of any Borrower, no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iiic) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (ia) no unfair Section 4.12(a) of the FA Disclosure Schedule sets forth a complete and accurate list of all Collective Bargaining Agreements (including any agreement executed with the works councils, labor practice complaint pending orunions, etc. in any type of negotiation or procedure (collective layoff, etc.)) applicable to any employees of FA or any of its Subsidiaries. FA has made available to GSM copies of such Collective Bargaining Agreements, including with respect to employees based outside the knowledge United States. (b) No labor union, labor organization, works council, or group of Borrower, threatened against Borrower employees of FA or any of its Subsidiaries before any Governmental Authority has made a pending demand for recognition or certification, and there are no grievance representation or arbitration certification proceedings or petitions seeking a representation proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance presently pending or threatened in writing against Borrower to be brought or its Subsidiaries that could reasonably be expected to result in a material liability, filed with any labor relations tribunal or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiariesauthority. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower liability to FA or its Subsidiaries on account or otherwise materially impair the conduct of wages the business, financial condition or results of operations of FA or its Subsidiaries as currently conducted, neither FA nor any Subsidiary has engaged in any unfair labor practice with respect to any individuals employed by or otherwise performing services for FA or any of its Subsidiaries (the “FA Business Personnel”), and employee health and welfare insurance and there is no unfair labor practice complaint or grievance or other benefits have been paid administrative or accrued judicial complaint, action or investigation pending or, to the Knowledge of FA, threatened in writing against FA or any of its Subsidiaries by any Governmental Entity with respect to the FA Business Personnel which is reasonably likely to materially interfere with the respective business activities of FA or any Subsidiary. Except as a liability on the books of Borrower, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectmaterial liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA or its Subsidiaries as currently conducted, there is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of FA, threatened against or affecting FA or any Subsidiary which is reasonably likely to materially interfere with the respective business activities of FA or any Subsidiary. (c) Neither FA nor any of its Subsidiaries are required to provide notice to any work council or similar representative body prior to the execution of this Agreement or the consummation of the Transactions. (d) FA and its Subsidiaries are and have been in compliance with all Collective Bargaining Agreements to or by which FA or any of its Subsidiaries is a party or bound and with all applicable Laws respecting employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, social security, child labor, collective bargaining, immigration and work authorizations, employment discrimination, retaliation, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations, proper classification of employees and as employees and independent contractors, and the collection and payment of withholding and/or social security contributions and any other Tax, except for noncompliance that would not, individually or in the aggregate, reasonably be expected to result in a material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA or its Subsidiaries as currently conducted.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, the Borrowers threatened in writing against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries (other than employee grievances arising in the ordinary course of business for which reserves in accordance with GAAP (or, with respect to any Loan Party or Subsidiary thereof that is organized under the laws of a country other than the United States, the equivalent of GAAP in such country) have been established on the books of Parent or such Subsidiary) that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquirythe Borrowers and except (x) as otherwise disclosed to Agent in writing from time to time or (y) for ordinary course activities occurring outside of the United States, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied after the date on which such liability or obligation is required to be paid or satisfied under such Act or law. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments payments, contributions, premiums and remittances on account of employee contributions and premiums due from Borrower or Parent and its Subsidiaries on account of wages and employee health and welfare insurance and other benefits benefits, including but not limited to retirement savings arrangements or money purchase pension plan arrangements, (“Employee Benefit and Savings Plans”) have been paid or or, where applicable, accrued as a liability on the books of BorrowerParent in either case in accordance with the terms thereof and Applicable Laws, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All Employee Benefit and Savings Plans have been maintained, funded and administered in material compliance with the terms thereof and in material compliance with Applicable Laws, except for noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries, in each case, that would be reasonably expected to have a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth on Schedule 4.19, no Loan Party nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining or similar agreement with any union or other labor organization. Except to the extent would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is (i) no unfair labor practice charge or complaint pending or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state or foreign law, which remains unpaid or unsatisfiedunsatisfied which could reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to to, classification of, employees of Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrower and all remittances and withholdings on account of Taxes and employer or employee contribution to benefit plans have been remitted to the applicable Governmental Authority when due, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries, in each case, to the extent such events could reasonably be expected to result in a material liability. None Neither Parent, nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is (ia) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iiic) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which law that remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, aggregate be reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None Except as could not reasonably be expected to result in a Material Adverse Effect, none of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened in writing against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of any Loan Party, threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or any of its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiryany Loan Party, no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None of Borrower any Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrower and its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerthe Loan Parties’, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of the Loan Parties’ threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or to the knowledge of the Loan Parties’ threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerthe Loan Parties’, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries, in each case that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied as of the Closing Date. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Parent or any Borrower, threatened in writing against Borrower Parent or any of its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or, to the knowledge of Parent or any Restricted Subsidiary, threatened in writing against Borrower Parent or any of its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could could, in each case and individually or in the aggregate, reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, work stoppage or similar action pending or, to the knowledge of Parent or grievance pending or any Restricted Subsidiary, threatened in writing against Borrower Parent or any of its Restricted Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiryParent and each Restricted Subsidiary, no union representation question existing with respect to the employment by Parent or its Restricted Subsidiaries of employees of Borrower Parent or any of its Restricted Subsidiaries and no union organizing activity taking place with respect to the employment by Parent or its Restricted Subsidiaries of any of the employees of Borrower Parent or any of its Restricted Subsidiaries. None of Borrower , in each case except to the extent the same, individually or its Subsidiaries has incurred any liability or obligation under in the Worker Adjustment and Retraining Notification Act or similar state lawaggregate, which remains unpaid or unsatisfiedcould not reasonably be expect to have a Material Adverse Effect. The hours worked and payments made by Parent and its Restricted Subsidiaries to its employees of Borrower or its Subsidiaries have are not been in violation of the Fair Labor Standards Act or any other similar applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or any of its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and its Restricted Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrower or any other Loan Party, threatened in writing against any Guarantor, the Borrower or its their Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Guarantor, the Borrower or its their Subsidiaries which arises out of or under any collective bargaining agreement and agreement, in each case that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Guarantor, the Borrower or its their Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of any Guarantor, the Borrower or its their Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Guarantor, the Borrower or its their Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state lawstate, or territorial Law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Guarantor, the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Guarantor, the Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerany Guarantor, the Borrower or their Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, except as could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. (a) There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower or its Subsidiaries any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries any Loan Party which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries any Loan Party that could reasonably be expected to result in a material liability, or (iii) except as set forth on Schedule 4.24 to the knowledge of any Borrower, after due inquiry, as of the Closing Date, no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiariesany Loan Party. None of Borrower or its Subsidiaries No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The Except as set forth on Schedule 4.7, the hours worked and payments made to employees of Borrower or its Subsidiaries each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries each Loan Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. For clarity and with express limitation, this Section 4.24(a) does not apply to any Canadian Loan Party. (b) As of the Closing Date, no Canadian Loan Party is a party to any collective bargaining agreement, contract or legally binding commitment to any trade union or employee organization or group in respect of or affecting Canadian Employees. No Canadian Loan Party is a party to any application, complaint, grievance, arbitration, or other proceeding under any statute or under any collective agreement related to any Canadian Employee or the termination of any Canadian Employee except which could not reasonably be expected to cause a Material Adverse Change and there is no complaint, inquiry or other investigation by any regulatory or other administrative authority or agency with regard to or in relation to any Canadian Employee or the termination of any Canadian Employee except which would not reasonably be expected to cause a Material Adverse Change. No Canadian Loan Party has engaged in any unfair labor practice, nor is any Canadian Loan Party aware of any pending or threatened complaint regarding any alleged unfair labor practices. There is no strike, labor dispute, work slow down or stoppage pending or threatened in writing against any Canadian Loan Party. As of the Closing Date, no Canadian Loan Party is, to its knowledge, currently the subject of any union organization effort or any labor negotiation. (c) All contributions, assessments, premiums, fees, taxes, penalties or fines in relation to the Canadian Employees have been duly paid and there is no outstanding liability of any kind in relation to the employment of the Canadian Employees or the termination of employment of any Canadian Employee, except, in each case, which could not reasonably be expected to cause a Material Adverse Change. (d) Each Canadian Loan Party is in material compliance with all requirements of Canadian Employee Benefits Legislation and applicable health and safety, workers compensation, employment standards, labor relations, health insurance, employment insurance, protection of personal information, human rights laws. (e) Any overtime pay, vacation pay, premiums for unemployment insurance, premiums for health and welfare insurance, accrued wages, salaries, commissions, severance pay and other payments payable to any employees of any Canadian Loan Party are fully paid on a current basis except to the extent the failure to make such payments could not reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. There Except as could not reasonably be expected to result in a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party , threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Loan Party threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, any Loan Party no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, except to the extent such liability could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerLoan Parties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth in Schedule 4.7(b), there is (i) no unfair labor practice complaint pending or, to the knowledge of Parent and Borrower, threatened against Borrower Parent or its Domestic Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Domestic Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityDomestic Subsidiaries, or (iii) to the knowledge of Parent and Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Domestic Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Domestic Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of Borrower, threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There As of the date hereof, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened in writing against the Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened in writing against the Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, Material Adverse Effect and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against the Borrower or its Restricted Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to Material Adverse Effect. None of the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law or Canadian federal or provincial law, which remains unpaid or unsatisfied, unless such incurrence could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of the Borrower or and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) except as set forth on Schedule 4.24, to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to Neither the knowledge Company nor any of Borrower, threatened against Borrower or its Subsidiaries before is a party to or subject to, or is currently negotiating in connection with entering into, any Governmental Authority Labor Agreement and no grievance employees of the Company or arbitration proceeding pending or threatened against Borrower or any of its Subsidiaries which arises out of are represented by any labor union, labor organization, works council, employee representative, or under any collective bargaining agreement and that could other labor organization. Except as would not reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could nothave, individually or in the aggregate, a Company Material Adverse Effect, for the past three (3) years, there have been no demands for recognition or certification or other labor organizing activities against or affecting the Company or any of its Subsidiaries. Except as would not reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could nothave, individually or in the aggregate, a Company Material Adverse Effect, for the past three (3) years, there has been no actual or, to the Knowledge of the Company, threatened unfair labor practice charges, labor grievances, labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting the Company. With respect to the transactions contemplated by this Agreement, except as would not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have satisfied any notice, consultation, bargaining or similar obligations owed to their employees or their employees’ representatives under Applicable Law, Labor Agreement, or other contract. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and for the last three (3) years have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to conditions of employment, labor management relations, wages, hours, overtime, worker classification and treatment, discrimination and retaliation, ​ ​ harassment, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), pay equity, sexual harassment, work authorization, immigration, plant closures and layoffs (including the WARN Act), safety and health, workers compensation, labor relations, employee leave issues, affirmative action and affirmative action plan requirements and unemployment insurance, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes. (c) For the past three (3) years, the Company and each of its Subsidiaries have reasonably investigated all material, non-frivolous sexual harassment, or other discrimination or retaliation allegations that have been made through the Company’s or its Subsidiary’s internal reporting procedures or of which they otherwise have Knowledge against any employee at the level of Vice President or above. Neither the Company nor any of its Subsidiaries reasonably expects any material liability with respect to any such allegations.

Employee and Labor Matters. There is (i) no unfair labor practice complaint or charge pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Restricted Subsidiaries before any Governmental Authority and Authority, (ii) no grievance claim, charge, grievance, demand for arbitration or arbitration proceeding pending or threatened against Borrower Parent or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement or other employment agreement and that could reasonably be expected to result in a material liability, (iiiii) no settlements with any union or employee, or any order or adverse finding against Parent or Restricted Subsidiaries by any arbitrator, grievance hearing officer, the National Labor Relations Board any of its regional directors, attorneys, ALJs or other officers or representatives that has resulted in any outstanding or unresolved bargaining orders, backpay or other monetary damages that could reasonably be expected to cause a Material Adverse Effect, and (iv) no strike, labor dispute, slowdown, stoppage stoppage, interruption or similar any other job action or grievance pending or threatened in writing against Borrower Parent or its Restricted Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Restricted Subsidiaries. None of Borrower the Loan Parties or its any of their Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, or provincial law which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Restricted Subsidiaries on account of wages and wages, employee health and welfare insurance and source deductions, and other benefits have been paid or accrued as a liability on the books of Borrower, Parent except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None Neither Parent nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state applicable law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers and their Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no formal grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened in writing against Borrower such Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Loan Party, threatened in writing against Borrower such Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiryany Loan Party, no union representation question existing with respect to the employees of Borrower such Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower such Loan Party or its SubsidiariesSubsidiaries except to the extent such question or activity could reasonably be expected to result in a Material Adverse Effect. None of Borrower or No Loan Party nor its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower any Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as would not reasonably be expected to have a Material Adverse Change, there is (ia) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or any of its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of Borrower, after due inquiry, Borrowers no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None No Loan Party or any of Borrower or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and each of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of Borrowereach Loan Party, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any Loan Party or any of its Subsidiaries, other than employee grievances arising in writing against Borrower or its Subsidiaries that the ordinary course of business which could not reasonably be expected to result have, either individually or in the aggregate, a material liability, or Material Adverse Effect and (iii) to the best knowledge of Borrower, after due inquiryany Loan Party or any of its Subsidiaries, no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None No Loan Party nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower any Loan Party or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Person, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, any Borrower no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to result in a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened in writing against Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Restricted Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Restricted Subsidiaries. None Neither Borrower nor any of Borrower or its Subsidiaries Restricted Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party or Subsidiary, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of Borrower, after due inquiry, any Loan Party or its Subsidiaries no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries, in each case in clause (a) through (c) above, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied and which would reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of Borrower or any Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as set forth on Schedule 4.24, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower. Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of the Borrower, threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of the Borrower, threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, Material Adverse Effect and (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its SubsidiariesMaterial Adverse Effect. None of Borrower any Loan Party or its Restricted Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state state, foreign, or provincial law, which remains unpaid or unsatisfied, except to the extent a failure to pay or satisfy such liability or obligation could not reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or each Loan Party and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and and, in each case, that could reasonably be expected to result in a material liabilityMaterial Adverse Change, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Loan Party or any of its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Change, or (iii) except as set forth on Schedule 4.24 (as such Schedule may be updated from time to time by notice from Administrative Borrower to Agent) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Loan Party or any of its Subsidiaries. None No Loan Party and no Subsidiary of Borrower or its Subsidiaries any Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower or each Loan Party and its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied, except to the extent that the same could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to have a Material Adverse Effect. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied past the applicable payment date or date due. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and the other Loan Parties and their respective Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerany Loan Party, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesSubsidiaries that could reasonably be expected to result in liability. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could individually, or in the aggregate with all other such matters, reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could individually, or in the aggregate with all other such matters, reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerthe Company, threatened against Borrower the Company or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower the Company or its Subsidiaries which arises out of or under any collective bargaining agreement and that could would reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower the Company or its Subsidiaries that could would reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerthe Company, after due inquiry, no union representation question existing with respect to the employees of Borrower the Company or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower the Company or its Subsidiaries. None of Borrower the Company or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower the Company or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower the Company or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowerthe Company, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiry, Borrowers no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectParent.

Employee and Labor Matters. There is (ia) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (iib) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iiic) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectmaterial liability.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Credit Party, threatened against Borrower Holdings or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Holdings or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Holdings or its Subsidiaries that could reasonably be expected to result in a material liabilityMaterial Adverse Effect, or (iii) as of the Closing Date, to the knowledge of Borrowerany Credit Party, after due inquiry, no union representation question existing with respect to the employees of Borrower Holdings or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Holdings or its Subsidiaries. None of Borrower Holdings or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Holdings and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Holdings or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerHoldings, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against any Borrower or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or or, to the knowledge of Borrowers, threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liabilityRestricted Subsidiaries, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Restricted Subsidiaries, except (with respect to any matter specified in clauses (i), (ii) or (iii) above, either individually or in the aggregate) such as has not resulted in, or could not reasonably be expected to result in, a Material Adverse Change. None No Borrowers and no Restricted Subsidiary of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from any Borrower or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrower, after due inquiryexcept as could not reasonably be expected to result in a Material Adverse Effect, no union representation question existing with respect to the employees of Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiaries. None of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as would not indivi dually or in the aggregate be reasonably expected to have a Material Adverse Effect, t here is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental G overnmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liabilitySubsidiaries, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries Subsidi aries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Re training Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Adve rse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrower, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowereach Loan Party, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Parent or any Borrower, threatened against Borrower Parent or any of its Subsidiaries before any Governmental Authority Authority, and no grievance or arbitration proceeding pending or threatened against Borrower Parent or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, liability or (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or any of its Subsidiaries that could reasonably be expected to result in a material liability, liability or (iii) as of the Closing Date, to the knowledge of Parent or any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or any of its Subsidiaries. None Neither Parent nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or Parent and each of its Subsidiaries have not been in violation of the Fair Labor Standards Act or 44 any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent and such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Parent or any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None Neither Parent nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the best knowledge of Borrowereach Loan Party, threatened against Borrower any Loan Party or any of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or any of its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liabilityagreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any Loan Party or any of its Subsidiaries, other than employee grievances arising in writing against Borrower or its Subsidiaries that the ordinary course of business which could not reasonably be expected to result have, either individually or in the aggregate, a material liability, or Material Adverse Effect and (iii) to the best knowledge of Borrower, after due inquiryany Loan Party or any of its Subsidiaries, no union representation question existing with respect to the employees of Borrower any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or any of its Subsidiaries. None No Loan Party nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act ("WARN") or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower any Loan Party or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or any of its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Person, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened in writing against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, individually or in the aggregate, in excess of $1,000,000, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Subsidiaries that could reasonably be expected to result in a material liability, individually or in the aggregate, in excess of $1,000,000, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None of Borrower any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Party or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerParent's or Xxxxxxxx Brands' officers or directors, threatened against Borrower or its Subsidiaries any Significant Party before any Governmental Authority and no grievance or arbitration proceeding pending or, to the knowledge of Parent's or Xxxxxxxx Brands' officers or directors, threatened against Borrower or its Subsidiaries any Significant Party which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in have a material liabilityMaterial Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the knowledge of Parent's or Xxxxxxxx Brands' officers or directors, threatened in writing against Borrower or its Subsidiaries Significant Party that could reasonably be expected to result in have a material liabilityMaterial Adverse Effect, or (iii) to the knowledge of Borrower, after due inquiryParent's or Xxxxxxxx Brands' officers or directors, no union representation question existing with respect to the employees of Borrower or its Subsidiaries Significant Party and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiariesa Significant Party that could reasonably be expected to have a Material Adverse Effect. None of Borrower or its Subsidiaries No Significant Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied and that could reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of Borrower or its Subsidiaries Significant Parties have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower or its Subsidiaries a Significant Party on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Significant Party, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. Exhibit 10.1

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against US Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of the Borrowers, threatened against US Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, loss or expense in excess of $2,500,000, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against US Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, loss or expense in excess of $2,500,000, or (iii) to the knowledge of Borrower, after due inquiryBorrowers, no union representation question existing with respect to the employees of Borrower or its Subsidiaries any Loan Party and no union organizing activity taking place with respect to any of the employees of Borrower or its Subsidiariesany Loan Party. None of US Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfiedunsatisfied beyond the date when such amount is due. The hours worked and payments made to employees of US Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from US Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and national insurance contributions and other benefits have been paid or accrued as a liability on the books of BorrowerLoan Parties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerthe Loan Parties’, threatened against Borrower Parent or its Subsidiaries before any Governmental Authority AuthorityBody and no grievance or arbitration proceeding pending or to the knowledge of the Loan Parties’ threatened against Borrower Parent or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or to the knowledge of the Loan Parties’ threatened in writing against Borrower Parent or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerthe Loan Parties’, after due inquiry, no union representation question existing with respect to the employees of Borrower Parent or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower Parent or its Subsidiaries. None of Borrower Parent or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower Parent or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower Parent or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerParent or its Subsidiaries, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of BorrowerBorrowers, threatened against a Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of BorrowerBorrowers, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its Subsidiaries. None of No Borrower or any its Subsidiaries has have incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act, the Fair Work Act 2009 (Cth) of Australia or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of any Borrower, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of Borrowerany Loan Party, threatened against Borrower any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of Borrowerany Loan Party, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its Subsidiaries. None No Loan Party nor any of Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower each Loan Party or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Borrowersuch Loan Parties, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. There Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened against Borrower any Loan Party or its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against Borrower any Loan Party or its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against Borrower any Loan Party or its Restricted Subsidiaries that could reasonably be expected to result in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of Borrower any Loan Party or its Restricted Subsidiaries and no union organizing activity taking place with respect to any of the employees of Borrower any Loan Party or its SubsidiariesRestricted Subsidiaries that could reasonably be expected to result in liability. None of Borrower any Loan Party or its Restricted Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of Borrower or each Loan Party and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from Borrower any Loan Party or its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of BorrowerBorrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. 4.20 Parent as Holding Company. Parent is a holding company and does not have any material liabilities (other than liabilities arising under the Loan Documents), own any material assets