Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (ia) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrowers, threatened against any Loan Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryof its Subsidiaries that could reasonably be expected to result in a material liability, and or (vc) to the knowledge of each Loan PartyBorrowers, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Loan Party or any other labor relations tribunal of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or authorityany of its Subsidiaries. No Loan Party or Subsidiary any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 Change. All material payments due from any Loan Party or Subsidiary 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 such Loan Party Party, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened in writing against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, in each case to the extent the same would reasonably be expected to have a Material Adverse Change, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any SubsidiarySubsidiary in each case to the extent the same could reasonably be expected to have a Material Adverse Change, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except as set forth on in Schedule 6.01(p)4.19 attached hereto, there is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries that could reasonably be expected to result in a material liability, and or (viii) to the knowledge of each Loan Partyany Borrower, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 any Loan Party or Subsidiary 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 such Loan Party Parent, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)) or when the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, and (iviii) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary. Except as set forth on Schedule 6.01(p), (A) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, and (vB) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of the Parent Guarantor or any Loan PartyBorrower, threatened in writing against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries that could reasonably be expected to result in a material liability, and or (viii) to the knowledge of each Loan Partythe Parent Guarantor or any Borrower, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 any Loan Party or Subsidiary 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 such the Loan Party Parties, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (a) (i) each Loan Party and its Neither the Company nor any of the Company Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, nor has agreement with any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockoutworks council, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and contract; (vii) to the knowledge of each Loan Party, no labor organization union, labor organization, works council, or group of employees of the Company or any of the Company Subsidiaries has made a pending demand for recognition or certification; (iii) to the Knowledge of the Company, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party authority involving the Company or any Company Subsidiary; (iv) neither the Company nor any Company Subsidiary has incurred engaged in any liability material unfair labor practice with respect to any individuals employed by or obligation under otherwise performing services for the Worker Adjustment and Retraining Notification Act Company or any of the Company Subsidiaries (“WARNCompany Business Personnel”); (v) there is no material unfair labor practice charge, material grievance or other material labor-related or employment-related administrative, arbitral or judicial complaint, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company or any similar Requirement of Lawthe Company Subsidiaries by the National Labor Relations Board, any arbitration body or any other Governmental Entity (which remains unpaid for the purpose of this representation shall include arbitration proceedings) with respect to the Company Business Personnel; (vi) to the Knowledge of the Company, there are no labor union organizing activities with respect to any Company Business Personnel; and (vii) there is no labor strike, lockout, slowdown or unsatisfied. All material payments due from stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or any Loan Party Company Subsidiary and no such strike, lockout, slowdown or Subsidiary on account stoppage has occurred in the past five (5) years. (b) The Company and the Company Subsidiaries are and have been in compliance with all collective bargaining agreements, agreements with any works council, or labor contracts to which the Company or any of the Company 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, wages and employee health hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and welfare insurance layoffs, affirmative action, workers’ compensation, labor relations and other benefits unemployment insurance, except for noncompliance as, individually or in the aggregate, has not had and would not reasonably be expected to have been paid or accrued as a liability on the books of such Loan Party or SubsidiaryCompany Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (ia) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryof its Subsidiaries that could reasonably be expected to result in a material liability, and or (vc) to the knowledge of each Loan PartyBorrower, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Loan Party or any other labor relations tribunal of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or authorityany of its Subsidiaries. No Loan Party or Subsidiary any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 Change. All material payments due from any Loan Party or Subsidiary 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 Books of such Loan Party Party, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)could not reasonably be expected to result in a Material Adverse Effect, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements requirements of Law law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened in writing against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement requirement of Lawlaw, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such 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 Effect.

Employee and Labor Matters. (a) Except as set forth on Schedule 6.01(p3.20(a), there are no labor unions, works councils, or other similar labor organizations representing any employees employed by the Company or any Company Subsidiary. Since December 30, 2016, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there has not occurred and, to the Knowledge of the Company, there is not threatened, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiarystrike, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strikedispute, work stoppage, slowdown, lockout, picketing or other labor dispute pending or threatened lockout against any Loan Party the Company or any Company Subsidiary, and ; (vii) any union organizational campaign with respect to the knowledge employees of each Loan Party, the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) any unfair labor organization practice; (iv) any unfair labor practice charges or group of employees has made a pending demand for recognition complaints against the Company or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with any Company Subsidiary before the National Labor Relations Board or equivalent board or body in any relevant jurisdiction; (v) any union grievances against the Company as to which there is a reasonable possibility of adverse determination; (vi) any charges against the Company or any Company Subsidiary or any of their current or former employees before the Equal Employment Opportunity Commission or any state, governmental or local agency in any relevant jurisdiction responsible for the prevention of unlawful employment practices as to which there is a reasonable likelihood of adverse determination or (vii) any application for representation or certification of a labor union, works council, or other labor relations tribunal organization seeking to represent any employees of the Company or authorityany Company Subsidiary. No Loan Party or Neither the Company nor any Company Subsidiary has incurred received any liability written communication since December 30, 2016 through the date hereof of the intent of any Governmental Entity responsible for the enforcement of labor or obligation under employment Laws to conduct an investigation of the Worker Adjustment and Retraining Notification Act (“WARN”) Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (b) As of the date hereof, (i) there is no pending or, to the Knowledge of the Company, threatened claim or litigation, or internal or external complaint, against the Company or any Company Subsidiary with respect to allegations of sexual or other workplace harassment or misconduct or hostile work environment that is reasonably likely to be adversely determined in relation to the Company or such Company Subsidiary, (ii) there are no pending investigations involving accusations against any current or former employee, officer, director or individual service provider of the Company or any Company Subsidiary of sexual or other workplace harassment or misconduct or creating a hostile work environment, and (iii) there has been no settlement of, or payment arising out of or related to, any litigation or claim with respect to sexual or other workplace harassment or misconduct or hostile work environment. (c) To the Knowledge of the Company, as of the date hereof, none of the Chief Executive Officer of the Company, any Executive Vice President of the Company or any head of any reporting segment of the Company, or any individual who reports to the Chief Executive Officer of the Company, intends to terminate his or her employment. (d) The execution and delivery by the Company of this Agreement, and the performance by the Company of this Agreement would not require the Company, any Company Subsidiary or any of their Affiliates to seek or obtain any consent, engage in consultation with, or issue any notice to or make any filing with (as applicable) any labor unions, works councils or similar Requirement organizations representing employees of Law, which remains unpaid the Company or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Company Subsidiary.

Employee and Labor Matters. (a) Except as for the Contracts set forth on Schedule 6.01(pin Section 4.16(a) of the Seller Disclosure Letter (the “Union Contracts”), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements none of Law in all material respects pertaining the employment terms of any Business Employee are subject to employment and employment practices, the terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any a current collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, works council or other labor dispute pending union Contract or threatened against any Loan Party or any Subsidiarylabor arrangement. Parent has made available to Purchaser copies of all Union Contracts. Each Asset Seller and Purchased Company that is a party to a Union Contract is in material compliance with the terms, conditions and (v) to the knowledge of each Loan Partyobligations contained in such Union Contract. Since January 1, 2014, no U.S. labor organization or group of employees the Business Employees has made a pending demand for recognition or certification, and there are no representation recognition or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the Knowledge of Parent, threatened to be brought or filed, filed with the National Labor Relations Board or any similar Governmental Authority. (b) Neither any Purchased Company, any Asset Seller nor any other labor relations tribunal Affiliate of Parent has received in the one-year period prior to the Effective Date written notice of any complaint against, or authority. No Loan Party or Subsidiary has incurred any liability or obligation under arbitration proceeding involving, the Worker Adjustment and Retraining Notification Act (“WARN”) Business which is currently pending before the National Labor Relations Board, the Equal Employment Opportunity Commission or any similar Requirement Governmental Authority, with respect to any Participant and, to the Knowledge of LawParent, which remains unpaid no such complaint or unsatisfiedproceeding has been threatened with respect to the Business during the one-year period prior to the Effective Date. All There are no, and since January 1, 2014 there have not been any, labor strikes, disputes, grievances pending under any collective bargaining agreements, slowdowns, work stoppages or other labor disturbances or difficulties pending or, to the Knowledge of Parent, threatened with respect to the Business. (c) Neither Parent nor any of its Affiliates is engaged or involved in, or has been at any time since January 1, 2014 been engaged or involved in, any material payments due from employment-related proceeding (whether arising under Contract, under common law or statute or in equity) with any Loan Party Participant or Subsidiary on account any dependent thereof and, to the Knowledge of wages Parent, no such proceeding has been threatened against the Business during the one-year period prior to the Effective Date. (d) Since January 1, 2014, the Purchased Companies, the Asset Sellers and employee health and welfare insurance and each other benefits Affiliate of Parent, in connection with the operation of the Business, have been paid in compliance in all material respects with all applicable Law relating to labor relations, employment and employment practices, including termination of employment, terms and conditions of employment, wages, social security benefits, hours of work, occupational safety, health standards, immigration, visas, employee classification, work status, pay equity and workers compensation. Each person who is classified in respect of the Business as an independent contractor or accrued as an “exempt employee” under applicable wage and hour Laws is properly so classified (or, in the case of persons in China, approved) under all such Laws. Since January 1, 2014, neither any Purchased Company, any Asset Seller nor any other Affiliate of Parent has received any written or oral communication of the intent of any Governmental Authority responsible for the enforcement of such Laws to conduct an investigation of or affecting the Business and no such investigation is in progress. (e) Section 4.16(e) of the Seller Disclosure Letter sets forth a liability list, as of the Effective Date, of all employment Contracts between any Business Employee, on the books one hand, and any Asset Seller or Purchased Company, on the other hand, other than at-will employment Contracts and employment Contracts providing for less than $150,000 in annual base compensation. (f) Section 4.16(f) of the Seller Disclosure Letter sets forth a true and complete list, as of the Effective Date, of each Business Employee’s name and job title. Parent has made available to Purchaser, with respect to each Business Employee, the following information, in each case as applicable and as of the Effective Date: (A) years of service with Parent and its Affiliates, (B) base salary or current wages, (C) equity compensation holdings (including number and types of awards and all applicable vesting requirements), (D) legal residence and work locations, (E) employment status (i.e., active or inactive, including the basis for inactive status) and (F) employing entity. Notwithstanding the foregoing, no such information has been or will be provided the extent that Parent and its Affiliates are prohibited under applicable Law from making such information available. Parent and its Affiliates shall promptly report any changes to Section 4.16(f) of the Seller Disclosure Letter from time to time (and in any event at least once every month) as necessary so that it remains true and complete in all material respects during the period after the Effective Date through the Closing. Seller shall provide to Purchaser a final, true and complete version of such Loan Party or Subsidiarylist not later than 10 days after the Closing.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)9.16, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)As of the Effective Date, there is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or, to the best knowledge of any Loan Party, threatened against any Loan Party which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or (iii) to the best knowledge of any Subsidiary Loan Party, no union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party. After the Effective Date, there is (i) no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockoutstoppage or similar action or grievance pending or, or other labor dispute pending or to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary, and (viii) to the best knowledge of each any Loan Party, no labor organization or group union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees has made of any Loan Party, in each case of clauses (i), (ii) and (iii) to the extent such matter could reasonably be expected to have a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authorityMaterial Adverse Effect. No Loan Party or Subsidiary any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. All The hours worked and payments made to employees of any Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements other than violations of immaterial obligations of any Loan Party resulting in immaterial liabilities incurred by any Loan Party. After giving effect to the aaiPharma Acquisition, all material payments due from any Loan Party or Subsidiary 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 such Loan Party or SubsidiaryParty.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in liabilities to any Loan Party or its Subsidiaries, individually or in the aggregate, in excess of $500,000, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockoutlockouts, stoppage or other labor dispute similar action pending or or, to the knowledge of any Loan Party, threatened against any Loan Party or its Subsidiaries that could reasonably be expected to result liabilities to any SubsidiaryLoan Party or its Subsidiaries, and individually or in the aggregate, in excess of $500,000, or (viii) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Loan Party or any Subsidiary thereof, and, to the knowledge of each any Loan Party, no labor organization union (or group similar) petition pending with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union (or similar) organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries, in each case in connection with their employment by any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The (x) hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act and (y) Loan Parties and their Subsidiaries are in compliance with all Requirements of Law with respect to the employment of any of their employees, except, in each case, to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in liabilities to any Loan Party or its Subsidiaries, individually or in the aggregate, in excess of $500,000. All material payments due from any Loan Party or Subsidiary 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 such Borrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in liabilities to any Loan Party or Subsidiaryits Subsidiaries, individually or in the aggregate, in excess of $500,000.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party or any Subsidiary of any Loan Party, threatened against any Loan Party or any Subsidiary of any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of any Loan Party which arises out of or under any collective bargaining agreement, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened against any Loan Party or any Subsidiary, and Subsidiary of any Loan Party or (viii) to the knowledge of each Loan Party and each Subsidiary of a Loan Party, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Loan Party or any other labor relations tribunal Subsidiary of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party or authorityany Subsidiary of any Loan Party. No Loan Party or any Subsidiary of any Loan Party or any of their respective ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any 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 Effect. All material payments due from any Loan Party or any Subsidiary of 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 such Loan Party or such Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Partythe Borrower, threatened in writing against any Loan Credit Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Loan Credit Party or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreementagreement and, in each case, that could reasonably be expected to result in a Material Adverse Effect, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Credit Party or any Subsidiaryof its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, and or (viii) except as set forth on Schedule 8.24 to the knowledge of each Loan Partythe Borrower, after due inquiry, as of the Closing Date no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Credit Party or any other labor relations tribunal of its Domestic Subsidiaries and no material union organizing activity taking place with respect to any of the employees of any Credit Party or authorityany of its Subsidiaries. No Loan Credit Party or and no Subsidiary of any Credit Party has incurred any liability or obligation in excess of $500,000 under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which is due and remains unpaid or unsatisfied. The hours worked and payments made to employees of each Credit 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 any Loan each Credit Party or Subsidiary 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 such Loan Credit 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 Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary with respect to their employment with such Loan Party or Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened in writing against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, in each case, that could reasonably be expected to result in a Material Adverse Effect, (iv) there has been is no strike, work stoppage, slowdown, lockout, or other labor dispute pending or or, to the best knowledge of any Loan Party, threatened in writing against any Loan Party or any Subsidiary, that could reasonably be expected to result in a Material Adverse Effect, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certificationcertification as the bargaining unit representative of any employee of any Loan Party or Subsidiary with respect to their employment with such Loan Party or Subsidiary, and and, to the best knowledge of each Loan Party, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such 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 Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries that could reasonably be expected to result in a material liability, and or (viii) to the knowledge of each Loan Partyany Borrower, after due inquiry, as of the Closing Date no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 any Loan Party or Subsidiary 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 such Loan Party Parent, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary of their Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of their Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryof their Subsidiaries that could reasonably be expected to result in a material liability, and or (viii) to the knowledge of each Loan Partyany Borrower, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Loan Party or any other labor relations tribunal of their Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or authorityany of their Subsidiaries. No Loan Party or Subsidiary any of their Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party or any of their 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 Loan Party or Subsidiary any of 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 such Loan Party Parent, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative As of the employees of any Loan Party of SubsidiaryClosing Date, (iii) there is (a) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries that could reasonably be expected to result in a material liability, and or (vc) to the knowledge of each Loan Partyany Borrower, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. As of the Closing Date, none of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any Loan Party or Subsidiary 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 such Loan Party Borrowers, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (a) (i) each Loan Party and its Neither the Company nor any of the Company Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, nor has agreement with any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockoutworks council, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and contract; (vii) to the knowledge of each Loan Party, no labor organization union, labor organization, works council, or group of employees of the Company or any of the Company Subsidiaries has made a pending demand for recognition or certification; (iii) to the Knowledge of the Company, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party authority involving the Company or any Company Subsidiary; (iv) neither the Company nor any Company Subsidiary has incurred engaged in any liability material unfair labor practice with respect to any individuals employed by or obligation under otherwise performing services for the Worker Adjustment and Retraining Notification Act Company or any of the Company Subsidiaries (“WARNCompany Business Personnel”); (v) there is no material unfair labor practice charge, material grievance or other material labor-related or employment-related administrative, arbitral or judicial complaint, action or investigation pending or, to the Knowledge of the Company, threatened in writing against the Company or any of the Company Subsidiaries by the National Labor Relations Board, any arbitration body or any other Governmental Entity (which for the purpose of this representation shall include arbitration proceedings) with respect to the Company Business Personnel; (vi) to the Knowledge of the Company, there are no labor union organizing activities with respect to any Company Business Personnel; (vii) there is no labor strike, lockout, slowdown or stoppage pending or, to the Knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary and no such strike, lockout, slowdown or stoppage has occurred in the past five (5) years. (b) The Company and the Company Subsidiaries have, as applicable, provided notice to and obtained the Consent or opinion of, or otherwise satisfied any applicable procedural and substantive requirements vis-à-vis, any labor union, labor organization, works council or similar Requirement representative body, in connection with the execution of Lawthis Agreement. (c) The Company and the Company Subsidiaries are and have been in compliance with all collective bargaining agreements, agreements with any works council, or labor contracts to which remains unpaid the Company or unsatisfied. All material payments due from any Loan Party of the Company Subsidiaries is a party or Subsidiary on account 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, wages and employee health hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and welfare insurance layoffs, affirmative action, workers’ compensation, labor relations and other benefits unemployment insurance, except for noncompliance as, individually or in the aggregate, has not had and would not reasonably be expected to have been paid or accrued as a liability on the books of such Loan Party or SubsidiaryCompany Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)) or to the extent it could not reasonably be expected to result in a Material Adverse Effect, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or or, to the best knowledge of each Loan Party, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any material unpaid liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (a) (i) There is not, and since January 1, 2009 there has not been, any general labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary; (iii) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company threatened before any Governmental Entity charged with supervising or administrating employment relationships, including the National Labor Relations Board or similar bodies; (iv) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company as to which there is, a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect; (v) there are not any pending, or, to the Knowledge of the Company, threatened, charges against the Company or any Company Subsidiary or any of their current or former employees in writing before the Equal Employment Opportunity Commission or any national, state or local agency responsible for the prevention of unlawful employment practices; and (vi) neither the Company nor any Company Subsidiary has received any communication in writing since January 1, 2009, of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (b) The Company and each Loan Party and its Subsidiaries Company Subsidiary is in compliance with all Requirements of Law in all material respects pertaining to employment with and employment practiceshas complied in all material respects with all applicable Laws respecting employment, terms and conditions of employment, wages and hoursworker classification, wages, hours of work, withholding and occupational safety and health, (ii) no Loan Party or any Subsidiary is party including all obligations imposed by Contract and all Laws relating to any wage and hour, vacation, severance, employment of women, collective bargaining agreementagreements and arrangements, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and any similar national, state or local “mass layoff” or “plant closing” Law (“WARN”) ), collective bargaining, discrimination, civil rights, fair employment practices, the proper classification of employees and independent contractors, immigration, pay equity, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax. There has been no “mass layoff” or “plant closing” (as defined by WARN), collective redundancy or similar action with respect to the Company or any similar Requirement Company Subsidiary and the transactions contemplated hereby will not result in “mass layoff” or “plant closing” under WARN. No officer, executive or other employee of Lawthe Company or any Company Subsidiary whose function was or is essential to the business of the Company or any Company Subsidiary has been dismissed in the 24 months immediately prior to the date of this Agreement. (c) No employee of the Company or any Company Subsidiary is, to the Knowledge of the Company, a party to or bound by any Contract, or subject to any Judgment that may interfere with the use of such Person’s best efforts to promote the interests of the Company and the Company Subsidiaries, may conflict with the Transactions or that has had or would reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no activity of any employee of the Company or any Company Subsidiary, as an employee of the Company or any Company Subsidiary, has caused a material violation of any employment contract, confidentiality agreement, patent disclosure agreement or other Contract to which remains unpaid such employee was a party. To the Knowledge of the Company, neither the execution and delivery hereof nor the consummation of the Transactions will contravene, conflict with or unsatisfied. All result in a breach of the terms, conditions or provisions of, or constitute a default under, in each case by the Company or the relevant Company Subsidiary, of any employment agreement with the Company or any Company Subsidiary or any current Company Benefit Plan. (d) The information contained in Schedule 3.20(d) is true and correct in all material payments due respects, and sets forth with respect to the top 25 employees of the Company and the Company Subsidiaries, taken as a whole, as measured by clause (iv) of this Section 3.20(d): (i) name, (ii) service commencement date, (iii) position, (iv) annual base salary and annual target incentive or sales compensation, (v) occupation location and name of employer, (vi) visa type, if any, (vii) vacation accrual rate, (viii) amount of earned and unused vacation time as of December 31, 2011, and (ix) any other material compensation or benefits provided to such employee (other than benefits and expense reimbursement provided to all employees of the Company generally). (e) Solely with respect to employees who reside or work in Israel (“Israeli Employees”): (i) neither the Company nor any Company Subsidiary is a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, neither the Company nor any Company Subsidiary has recognized or received a demand for recognition from any Loan Party or Subsidiary on account collective bargaining representative with respect to any of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of such Loan Party or Subsidiary.its Israeli Employees, and

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any each Loan Party, threatened against any Loan Party or any Subsidiary of its Material Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of its Material Subsidiaries which arises out of or under any collective bargaining agreement, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened against any Loan Party or any Subsidiaryits Material Subsidiaries, and or (viii) to the knowledge of each Loan Party, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Loan Party or any other labor relations tribunal of its Material Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or authorityany of its Material Subsidiaries. No Loan Party or Subsidiary any of its Material Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any Loan Party or any of its Material 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 Change. All material payments due from any Loan Party or Subsidiary any of its Material 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 such Loan Party Party, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative As of the employees of any Loan Party of SubsidiaryClosing Date, (iii) there is (a) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries that could reasonably be expected to result in a material liability, and or (vc) to the knowledge of each Loan Partyany Borrower, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. As of the Closing Date, none of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any Loan Party or Subsidiary 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 such Loan Party Borrowers, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a material liability.

Employee and Labor Matters. The ETI Disclosure Documents accurately set forth the names, positions, and annual salary of each person employed by ETI, including officers, whose annual salary including bonuses exceeds Ten Thousand Dollars ($10,000). Except as disclosed in the ETI Disclosure Documents, ETI has no employment agreement that cannot be canceled on thirty (30) days notice, or collective bargaining agreement covering any of its employees and has encountered no material labor difficulties. The ETI Disclosure Documents also set forth on Schedule 6.01(p)a complete and accurate list of all employee benefit plans, (iincluding all profit sharing, bonus, stock, pension, or similar plans to which ETI is a party or by which ETI is bound. The Selling Shareholder(s) each Loan Party will deliver or cause to be delivered to the Buyer prior to Closing complete and correct copies of all the agreements, plans, or other written materials with its Subsidiaries employees identified in the ETI Disclosure Documents. There is no existing default by under any of the employee agreements, plans, or arrangements identified in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hoursthe ETI Disclosure Documents, and occupational safety and healththere exists no condition or circumstance which, (ii) no Loan Party with notice or any Subsidiary is party to any collective bargaining agreementlapse of time or both, nor has any labor union been recognized would constitute such a default. Except as disclosed in the representative of the employees of any Loan Party of SubsidiaryETI Disclosure Documents, (iii) there is no pending or threatened labor dispute, strike, slowdown, or work stoppage, no unfair labor practice complaint pending oragainst ETI before the National Labor Relations Board, to the knowledge of ETI is not engaged in any Loan Partyunfair labor practice, threatened against any Loan Party or any Subsidiary before any Governmental Authority and there is no grievance or arbitration proceeding pending against, or threatened to be asserted or commenced against any Loan Party or any Subsidiary which arises out of or ETI under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, agreement or other labor dispute pending contract. All Taxes relating to ETI which ETI is required by law to withhold or threatened against any Loan Party collect have been duly withheld or any Subsidiary, collected and (v) have been timely paid over to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, proper authorities to the extent due and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiarypayable.

Employee and Labor Matters. Except as set Set forth on Section 2.20 of the Seller Disclosure Schedule 6.01(pis a list of all current employees of the Company (including date of hire, applicable base salary or wage, any bonus obligations, domicile, immigration status, time-off balance and an indication of the existence, if any, of a signed assignment of invention agreement), and a list of the names and titles of all employees whose employment terminated since January 1, 2005 and the reasons therefor. The Company is not a party to any collective bargaining or other labor union contract applicable to persons employed by it, no collective bargaining agreement is being negotiated by the Company, and the Sellers do not Know of any activities or proceedings of any labor union to organize any of its employees. There has not been since January 1, 2004, and there is not presently pending or existing, and to the Knowledge of the Sellers there is not threatened, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process generally, (ii) any proceeding against or affecting the Company relating to an alleged violation of the National Labor Relations Act, or (iii) any application for certification of a collective bargaining agent. There is no lockout of any employees and, to the Knowledge of the Sellers, no such action is threatened by the Company. The Company has materially complied with and each Loan Party and its Subsidiaries is in material compliance with all Requirements of Law in all material respects pertaining Laws relating to employment and employment practices, terms and conditions of employment, wages and employment of aliens, employment of individuals with disabilities (including, without limitation, the requirements of the Americans With Disabilities Act), equal employment opportunity, nondiscrimination, harassment, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar Taxes, occupational safety health and healthsafety, (ii) no Loan Party and plant closings and is not engaged in any illegal or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there employment practice. The Company has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under not violated the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement state or local Laws. There are no pending or, to the Knowledge of Lawthe Sellers, which remains unpaid threatened, controversies, grievances or unsatisfiedclaims by any employee or former employee of the Company with respect to his or her employment or any compensation or benefits incident thereto, including, but not limited to, claims of sexual harassment, unlawful discrimination or claims arising under workers' compensation laws. All To the Knowledge of the Sellers, no employee of the Company intends to resign or seek other employment by reason of the Contemplated Transactions, or has been convicted of any felony or drug-related criminal offense. To the Knowledge of the Sellers, all sums due for employee compensation and benefits, including pension and severance benefits, and all vacation time owing to any employees of the Company has been duly and adequately accrued in all material payments respects on the accounting records of the Company. To the Knowledge of the Sellers, all Taxes due from any Loan Party or Subsidiary on account in connection with the employment of wages and employee health and welfare insurance and other benefits foreign residents in the United States have been paid or accrued as a liability on the books of such Loan Party or Subsidiaryfully paid.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative As of the employees of any Loan Party of SubsidiaryClosing Date, (iii) there is (a) no unfair labor practice complaint pending or, to the knowledge of any Loan Partythe Borrower, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in a material liability, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiary, and its Subsidiaries that could reasonably be expected to result in a material liability or (vc) to the knowledge of each Loan Partythe Borrower, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. As of the Closing Date, none of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any Loan Party or Subsidiary 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 such Loan Party the Borrower, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a material liability.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyParty or any of its Subsidiaries, threatened against any Loan Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreement, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened against any Loan Party or any Subsidiary, and of its Subsidiaries or (viii) to the knowledge of each any Loan Party or any of its Subsidiaries, no union representation question existing with respect to the employees of any Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or any of its Subsidiaries. No Loan Party, no labor organization or group any of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board its Subsidiaries or any other labor relations tribunal or authority. No Loan Party or Subsidiary of their respective ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 any Loan Party or Subsidiary 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 such 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. The APCI Disclosure Documents accurately set forth the names, positions, and annual salary of each person employed by APCI, including officers, whose annual salary including bonuses exceeds Ten Thousand Dollars ($10,000). Except as disclosed in the APCI Disclosure Documents, APCI has no employment agreement that cannot be canceled on thirty (30) days notice, or collective bargaining agreement covering any of its employees and has encountered no material labor difficulties. The APCI Disclosure Documents also set forth on Schedule 6.01(p)a complete and accurate list of all employee benefit plans, (i) each Loan Party including all profit sharing, bonus, stock, pension, or similar plans to which APCI is a party or by which APCI is bound. The Selling Shareholders will deliver or cause to be delivered to the Buyer prior to Closing complete and its Subsidiaries correct copies of all the agreements, plans, or other written materials identified in the APCI Disclosure Documents. There is no existing default by under any of the agreements, plans, or arrangements identified in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hoursthe APCI Disclosure Documents, and occupational safety and healththere exists no condition or circumstance which, (ii) no Loan Party with notice or any Subsidiary is party to any collective bargaining agreementlapse of time or both, nor has any labor union been recognized would constitute such a default. Except as disclosed in the representative of the employees of any Loan Party of SubsidiaryAPCI Disclosure Documents, (iii) there is no pending or threatened labor dispute, strike, slowdown, or work stoppage, no unfair labor practice complaint pending oragainst APCI before the National Labor Relations Board, to the knowledge of APCI is not engaged in any Loan Partyunfair labor practice, threatened against any Loan Party or any Subsidiary before any Governmental Authority and there is no grievance or arbitration proceeding pending against, or threatened to be asserted or commenced against any Loan Party or any Subsidiary which arises out of or APCI under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, agreement or other labor dispute pending contract. All Taxes relating to APCI which APCI is required by law to withhold or threatened against any Loan Party collect have been duly withheld or any Subsidiary, collected and (v) have been timely paid over to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, proper authorities to the extent due and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiarypayable.

Employee and Labor Matters. Except as set forth on in Schedule 6.01(p6.01(f), there is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreement, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockoutstoppage or similar action or grievance pending or, to the best knowledge of any Loan Party or other labor dispute pending or its Subsidiaries, threatened against any Loan Party or any Subsidiary, and of its Subsidiaries or (viii) to the best knowledge of each any Loan Party, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Loan Party or any other labor relations tribunal of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or authorityany of its Subsidiaries. No Loan Party or Subsidiary any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 any Loan Party or Subsidiary 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 such Loan Party Party, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)could not reasonably be expected to have a Material Adverse Effect, there is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or, to the best knowledge of any Loan Party, threatened against any Loan Party which arises out of or under any collective bargaining agreement, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (viii) to the best knowledge of each any Loan Party, no labor organization or group union representation question existing with respect to the employees of any Loan Party and no union organizing activity taking place with respect to any of the employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or of any other labor relations tribunal or authorityLoan Party. No Loan Party or Subsidiary any of its ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of any 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 have a Material Adverse Effect. All material payments due from any Loan Party or Subsidiary 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 such Loan Party other than payments in respect of severance, employment or Subsidiaryconsulting agreements that have been rejected by the Loan Parties in the Chapter 11 Cases with the approval of the Bankruptcy Court.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and healthexcept for such noncompliance as would not reasonably be expected to have a Material Adverse Effect, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreementagreement with any labor union with respect to, nor has any labor union been recognized certified by the National Labor Relations Board as the representative of of, the employees of any Loan Party of or Subsidiary, (iii) as of the date hereof, there is no unfair labor practice complaint pending or, to the knowledge of against any Loan Party, threatened Party or any Subsidiary before the National Labor Relations Board and no grievance or arbitration proceeding pending against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary arbitrator which arises out of or under any collective bargaining agreementagreement to which such Loan Party or Subsidiary is a party, (iv) as of the date hereof, there has been is no labor strike, work stoppage, slowdown, lockout, or other similar material labor dispute pending or threatened against any Loan Party or any SubsidiarySubsidiary that would reasonably be expected to have a Material Adverse Effect, and (v) to the knowledge of each Loan Party, as of the date of this Agreement, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authorityBoard. No Loan Party or Subsidiary has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary on account unsatisfied as of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books date of such Loan Party or Subsidiarythis Agreement.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)) to the Disclosure Letter, as of the Effective Date, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)) [Omitted pursuant to Item 601(a)(5) of Regulation S-K], (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened in writing against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened in writing against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)) to this Agreement or as could not reasonably be expected to have a Material Adverse Effect, as of the Effective Date, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority Authority, and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is (a) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary of any Loan Party before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Borrower, threatened against any Loan Party or any Subsidiary of any Loan Party which arises out of or under any collective bargaining agreement, (ivb) there has been no strike, work stoppage, slowdown, lockout, work stoppage or other material labor dispute pending or or, to the knowledge of any Borrower, threatened against any Loan Party or any SubsidiarySubsidiary of any Loan Party, and or (vc) to the knowledge of each Loan Parties, no union representation question existing with respect to the employees of any Loan Party or any Subsidiary of any Loan Party and no union organizing activity taking place with respect to any of the employees of any Loan Party or any Subsidiary of any Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or any Subsidiary of any Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied, except as could not reasonably be expected to result in a Material Adverse Change. The hours worked and payments made to employees of any Loan Party or any Subsidiary of any 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 Change. All material payments due from any Loan Party or any Subsidiary of 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 such Loan Party Parties, except where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement Requirements of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (a) (i) There is not, and since January 1, 2009 there has not been, any general labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary; (iii) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company threatened before any Governmental Entity charged with supervising or administrating employment relationships, including the National Labor Relations Board or similar bodies; (iv) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company as to which there is, a reasonable possibility of adverse determination and that, if so determined, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect; (v) there are not any pending, or, to the Knowledge of the Company, threatened, charges against the Company or any Company Subsidiary or any of their current or former employees in writing before the Equal Employment Opportunity Commission or any national, state or local agency responsible for the prevention of unlawful employment practices; and (vi) neither the Company nor any Company Subsidiary has received any communication in writing since January 1, 2009, of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (b) The Company and each Loan Party and its Subsidiaries Company Subsidiary is in compliance with all Requirements of Law in all material respects pertaining to employment with and employment practiceshas complied in all material respects with all applicable Laws respecting employment, terms and conditions of employment, wages and hoursworker classification, wages, hours of work, withholding and occupational safety and health, (ii) no Loan Party or any Subsidiary is party including all obligations imposed by Contract and all Laws relating to any wage and hour, vacation, severance, employment of women, collective bargaining agreementagreements and arrangements, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and any similar national, state or local “mass layoff” or “plant closing” Law (“WARN”), collective bargaining, discrimination, civil rights, fair employment practices, the proper classification of employees and independent contractors, immigration, pay equity, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax. There has been no “mass layoff” or “plant closing” (as defined by WARN), collective redundancy or similar action with respect to the Company or any Company Subsidiary and the transactions contemplated hereby will not result in “mass layoff” or “plant closing” under WARN. No officer, executive or other employee of the Company or any Company Subsidiary whose function was or is essential to the business of the Company or any Company Subsidiary has been dismissed in the 24 months immediately prior to the date of this Agreement. (c) No employee of the Company or any Company Subsidiary is, to the Knowledge of the Company, a party to or bound by any Contract, or subject to any Judgment that may interfere with the use of such Person’s best efforts to promote the interests of the Company and the Company Subsidiaries, may conflict with the Transactions or that has had or would reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no activity of any employee of the Company or any Company Subsidiary, as an employee of the Company or any Company Subsidiary, has caused a material violation of any employment contract, confidentiality agreement, patent disclosure agreement or other Contract to which such employee was a party. To the Knowledge of the Company, neither the execution and delivery hereof nor the consummation of the Transactions will contravene, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, in each case by the Company or the relevant Company Subsidiary, of any employment agreement with the Company or any Company Subsidiary or any current Company Benefit Plan. (d) The information contained in Schedule 3.20(d) is true and correct in all material respects, and sets forth with respect to the top 25 employees of the Company and the Company Subsidiaries, taken as a whole, as measured by clause (iv) of this Section 3.20(d): (i) name, (ii) service commencement date, (iii) position, (iv) annual base salary and annual target incentive or sales compensation, (v) occupation location and name of employer, (vi) visa type, if any, (vii) vacation accrual rate, (viii) amount of earned and unused vacation time as of December 31, 2011, and (ix) any other material compensation or benefits provided to such employee (other than benefits and expense reimbursement provided to all employees of the Company generally). (e) Solely with respect to employees who reside or work in Israel (“Israeli Employees”): (i) neither the Company nor any Company Subsidiary is a party to any collective bargaining contract, collective labor agreement or other contract or arrangement with a labor union, trade union or other organization or body involving any of its Israeli Employees, neither the Company nor any Company Subsidiary has recognized or received a demand for recognition from any collective bargaining representative with respect to any of its Israeli Employees, and neither the Company nor any Company Subsidiary has or is subject to, and no Israeli Employee of the Company or any Company Subsidiary benefits from, any extension order (tzavei harchava) except for extension orders which generally apply to all employees in Israel and to extension orders that apply to high tech companies as set forth in Schedule 3.20(e)(i) or any similar Requirement contract or arrangement with respect to employment or termination thereof, (ii) all of the Israeli Employees are “at will” employees subject to the termination notice provisions included in employment agreements or applicable Law, which remains unpaid including such provisions that apply to the Company’s employees generally or unsatisfiedany part thereof under any applicable Law, (iii) the Company’s or the applicable Company Subsidiary’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law-1963 and vacation pursuant to the Israeli Annual Leave Law-1951 and any personal employment agreement have been satisfied or have been fully funded by contributions to appropriate insurance funds (other than routine deductions or withholdings to be timely made in the Ordinary Course of Business) or accrued on the Company’s financial statements and, except as set forth in Schedule 3.20(e), the Company does not apply the provisions of Section 14 of the Severance Pay Law with respect to such statutory severance pay, and (iv) the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws and Contracts relating to employment, wages, bonuses and other compensation matters and terms and conditions of employment related to its Israeli Employees, including The Advance Notice of Discharge and Resignation Law, (5761-2001), The Notice to Employee (Terms of Employment) Law (5762-2002), The Prevention of Sexual Harassment Law (5758-1998), and The Employment of Employee by Manpower Contractors Law (5756-1996). To the Knowledge of the Company, the Company and the Company Subsidiaries have not engaged any Israeli Employees whose employment would require special approvals, and there are no unwritten Company policies or customs which, by extension, entitle Israeli Employees to material benefits in addition to what they are entitled by law or by their employment Contracts. “Israeli Employee” shall not include consultants, sales agents and other independent contractors. All material payments due of the Israeli Employees are terminable by the Company on 60 days’ notice or less, subject to the provisions of any applicable Law. The Company has not received any written claim from a current or former Israeli Employee for compensation upon termination of employment (beyond the statutory severance pay to which employees are entitled or beyond such compensation as provided in the relevant employment Contract). All amounts that the Company and the Company Subsidiaries are legally or contractually required either (x) to deduct from its Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Loan Party Governmental Entity as required by the Ordinance and Israeli National Insurance Law or Subsidiary on account otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of wages business and consistent with past practice), and the Company and the Company Subsidiaries do not have any outstanding obligations to make any such deduction, transfer, withholding or payment (other than such that has not yet become due). To the Knowledge of the Company, the Company and the Company Subsidiaries have not engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli law, would be entitled to the rights of an employee health and welfare insurance vis-à-vis the Company or any of the Company Subsidiaries, including rights to severance pay, vacation, recuperation pay (dmei havraa) and other benefits have been paid or accrued as a liability on the books of such Loan Party or Subsidiaryemployee-related statutory and contractual benefits.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened in writing against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened in writing against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, in each case to the extent the same could reasonably be expected to have a Material Adverse Change, (iv) there has been is no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any SubsidiarySubsidiary in each case to the extent the same could reasonably be expected to have a Material Adverse Change, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawlaw, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except (a) The Company has made available to Parent true and correct information with respect to the current employees and independent contractors of the Company and its Subsidiaries. The Company has made available to Parent a true, correct, and complete copy of each current severance policy, and each current severance agreement with any employee of the Company obligating the Company to pay financial amounts in connection with the termination of employment, and all exceptions to such policy or agreement, as set forth on Schedule 6.01(p), applicable. (ib) each Loan Party and Neither the Company nor any of its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practicesa party to, terms and conditions of employmentor bound by, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has agreement with any works council, or labor contract, and none of the Company or any of its Subsidiaries is currently engaged in any negotiation with any labor union been recognized as the representative union, labor organization, works council or other employee organization. As of the employees date of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Partythis Agreement, no labor organization union, labor organization, works council, or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification. As of the date of this Agreement, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Neither the Company nor any Subsidiary has incurred engaged in any liability unfair labor practice with respect to any Service Providers, and there is no material unfair labor practice complaint or obligation under material grievance or other material administrative or judicial complaint, action or investigation pending or, to the Worker Adjustment and Retraining Notification Act (“WARN”) Company’s Knowledge, threatened in writing against the Company or any similar Requirement of Lawits Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to Service Providers. There is no labor strike, which remains unpaid dispute, lockout, slowdown or unsatisfied. All stoppage pending or, to the Company’s Knowledge, threatened against or affecting the Company or any of its Subsidiaries, and no such strike, dispute, lockout, slowdown or stoppage has occurred since January 1, 2021. (c) The Company and its Subsidiaries are and have been in material payments due from any Loan Party or Subsidiary on account compliance 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, child labor, immigration and work authorizations, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations and unemployment insurance. Notwithstanding the generality of the foregoing, each of the Company and each Subsidiary has properly classified each of their respective Service Providers as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to such Service Providers for all purposes. (d) To the Company’s Knowledge, no Service Provider is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such employee health and welfare insurance and other benefits have been paid relating (i) to the right of any such Service Provider to be employed by the Company or accrued its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information, except in each case as a liability on could not reasonably be expected to be material to the books Company or any of such Loan Party or Subsidiaryits Subsidiaries.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)4.19 or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (a) there is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Partythe Borrower, threatened against any Loan Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreement, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryof its Subsidiaries, and or (viii) to the knowledge of each Loan Partythe Borrower, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary any of its Subsidiaries and no union organizing activity taking place or application for certification has been filed with respect to any of the employees of any Loan Party or any of its Subsidiaries; (b) no Loan Party or any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawlaw, which remains unpaid or unsatisfied. All ; (c) the hours worked and payments made to employees of the Loan Parties and their respective Subsidiaries and all other minimum employment standards requirements have been met and do not violate the Fair Labor Standards Act or any other applicable legal requirements; (d) all material payments due from any the Loan Party Parties or Subsidiary their respective 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 such the Loan Parties or their respective Subsidiaries (including, without limitation, payments required to be made to the Mexican Social Security Institute (IMSS), the Institute of the National Fund for Workers’ Housing (INFONAVIT) and the National Pension Retirement Savings System (SAR)); (e) no Loan Party nor any of its Subsidiaries nor any of their respective ERISA Affiliates has any liability, including under any Employee Benefit Plan, arising out of the treatment of any service provider as a consultant or independent contractor and not as an employee; (f) No Canadian Loan Party or Subsidiaryany Subsidiary of any Canadian Loan Party (is a party or subject to or bound by any collective agreement; and none of the employees of any Canadian Loan Party or any Subsidiary of any Canadian Loan Party are employees or receive any benefits under any collective agreement; (g) as of the date hereof, the Loan Parties and all their Subsidiaries are in compliance with all laws relating to labor and employment, including, but not limited, to all laws relating to employment practices; the hiring, promotion, assignment, and termination of employees; discrimination; equal employment opportunities; disability; labor relations; wages and hours; hours of work; payment of wages; immigration; workers’ compensation; employee benefits; background and credit checks, pay equity; working conditions; occupational safety and health; family and medical leave; or employee terminations; background checks, data privacy and data protection.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreement, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries, and or (viii) to the knowledge of each Loan Partyany Borrower, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries, in the case of each of the preceding clauses (i) through (iii), that could reasonably be expected to result in a Material Adverse Effect. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 any Loan Party or Subsidiary 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 such Loan Party Parent or Subsidiaryany 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. (a) Except as set forth on Schedule 6.01(p)in Section 3.20(a) of the Disclosure Schedule, there are no pending employment charges or claims (iand for the last twelve (12) each Loan Party and its Subsidiaries months there have been no such charges or claims) against the Company or any current or former employees of the Company before any court, arbitral forum, the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices nor, to the Seller's Knowledge, does any basis exist therefor. The Company has not received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of the Company and, to the Seller’s Knowledge, no such investigation is in compliance with all Requirements of Law progress. (b) The Company has complied in all material respects pertaining with all applicable Laws relating to employment and employment practicesor retention of its employees, terms and conditions including Laws governing payment of employment, minimum wages and hoursovertime rates, Laws governing the withholding and payment of Taxes from compensation of employees and the payment of premiums and/or benefits under applicable worker compensation, classification of employees or independent contractors under federal or state Law, and other Laws relating to hours of work, leaves of absence, equal employment opportunity, whistleblowing and occupational safety health and healthsafety. The Company has complied in all material respects with all Laws governing the employment of personnel by United States companies and the employment of non-United States nationals in the United States, including the Immigration and Nationality Act and its implementing regulations. (iic) There is no Loan Party labor strike, slowdown, stoppage or any Subsidiary lockout actually pending or to the Seller’s Knowledge, threatened against the Company. The Company is not and has never been a party to any collective bargaining agreement, nor has or other similar labor Contracts with respect to any labor union been recognized as the representative employee of the employees of any Loan Party of SubsidiaryCompany, (iii) and to the Seller’s Knowledge, there is no unfair labor practice complaint not pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certificationany other request or demand from a labor organization for representative status with respect to any employee of the Company. To the Seller’s Knowledge, and there are is also no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with such demand threatened. No labor union has been certified by the National Labor Relations Board or any other Person as bargaining agent for any employee of the Company. The Company has not experienced a material work stoppage or other material labor relations tribunal difficulty during the two-year period ended on the date hereof. (d) Section 3.20(d)(1) of the Disclosure Schedule contains a true and complete list of the names, positions, rates of base compensation and incentive compensation (including commissions), status as exempt or authoritynonexempt under the Fair Labor Standards Act, and accrued and unused paid time off as of February 19, 2019 of all officers, directors, employees and individual consultants of the Company, as of the date hereof, excluding any officers and directors of the Company who remain employees of the Seller, showing each such person's name, positions, status (employee, independent contractor or consultant) and annualized remuneration for the current fiscal year. The officers and directors who will cease to be officers or directors of the Company as of the Effective Time and will continue as employees of the Seller after the Effective Time are listed in Section 3.20(d)(2) of the Disclosure Schedule (the “Retained Personnel”), without any compensation information provided. Except as set forth in Section 3.20(d)(1) of the Disclosure Schedule, the Company has no Contracts or other agreements with any employees of the Company or any policies requiring payment by the Company to any of its employees in the event he or she is terminated from employment by the Company. Except as set forth in Section 3.20(d)(1) of the Disclosure Schedule and the Transaction Compensation Payments set forth on Exhibit B attached hereto, there are no unpaid bonus, retention, deferred compensation or transaction based amounts payable with respect to current or former employees of the Company. All employees of the Company are employed on an at will basis, which means that their employment can be terminated at any time, with or without notice, for any reason or no reason at all. No Loan Party employee of the Company has been granted the right to continued employment by the Company or Subsidiary has incurred any liability or obligation under successor. The employees of the Company listed in Section 3.20(d)(1) of the Disclosure Schedule, excluding the Retained Personnel, comprise all of the employees of the Company necessary and sufficient for Purchaser and the Company to conduct the Company’s business immediately after the Closing in the same manner as the Company’s business is currently conducted in all material respects, other than positions that are open and in the process of being filled in the Ordinary Course of Business. (e) Section 3.20(e) of the Disclosure Schedule contains a true and complete list of the individuals who are currently performing services for the Company who are classified as independent contractors whose earnings are reported on a Form 1099 basis, including the respective compensation of each individual and the date the individual’s service commenced. (f) The Company is in full compliance with the Worker Adjustment Readjustment and Retraining Notification Act (the “WARNWARN Act”) (29 USC §2101) and any applicable state laws or other Legal Requirements regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to promptly and correctly furnish all notices required to be given thereunder in connection with any redundancy, reduction in force, mass layoff, or plant closing to affected employees, representatives, any state dislocated worker unit and local government officials, or any similar Requirement other Governmental Entity. No reduction in the notification period under the WARN Act is being relied upon by the Company. Schedule 3.20(f) sets forth an accurate, correct and complete list of Lawall employees terminated (except with cause, which remains unpaid by voluntarily departure or unsatisfiedby normal retirement), laid off or subjected to a reduction of more than 50% in hours or work during the two full calendar months and the partial month preceding the date hereof. (g) The Company is and has been in compliance in all material respects with Executive Order 11246 (EO 11246), as amended, Section 503 of the Rehabilitation Act of 1973 (Section 503), the Vietnam Era Veterans' Readjustment Assistance Act of 1974 (VEVRAA), and Executive Order 13706 (Establishing Paid Sick Leave for Federal Contractors). All Seller maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503, and VEVRAA. To the Knowledge of Seller, the Company is not currently the subject of any audit, investigation, or enforcement action by any governmental entity in connection with any Government Contract or related compliance with E.O. 11246, Section 503, or VEVRAA. (h) The Company is and has been in compliance in all material payments due from any Loan Party or Subsidiary on account of wages respects with all applicable statutory and employee health regulatory requirements pertaining to the Service Contract Act (the “SCA”), including all requirements related to paying Company employees and welfare insurance independent contractors covered by the SCA, their applicable wage rates, fringe benefits, vacation and other benefits have been paid or accrued as a liability on the books of such Loan Party or Subsidiaryholiday pay.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p5.01(m), , (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of or Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. (a) Except as set forth on Schedule 6.01(p)listed in Section 3.13(a) of the Plato Disclosure Letter, (iA) each Loan Party and neither Plato nor any of its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, nor has agreement with any works council, or labor union been recognized as the representative of the employees of any Loan Party of Subsidiarycontract, (iiiB) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization union, labor organization, works council, or group of employees of Plato or any of its Subsidiaries has made a pending demand for recognition or certification, and (C) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Neither Plato nor any Subsidiary has incurred engaged in any liability unfair labor practice with respect to any individuals employed by or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) otherwise performing services for Plato or any of its Subsidiaries (the “Plato Business Personnel”), and there is no unfair labor practice complaint or grievance or other administrative or judicial complaint, action or investigation pending or, to the Knowledge of Plato, threatened in writing against Plato or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to the Plato Business Personnel. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Knowledge of Plato, threatened against or affecting Plato or any Subsidiary which is reasonably likely to materially interfere with the respective business activities of Plato or any Subsidiary. (b) Neither Plato nor any of its Subsidiaries are required to provide notice to any work council or similar Requirement representative body prior to the execution of Lawthis Agreement. (c) Plato and its Subsidiaries are and have been in compliance with all collective bargaining agreements, agreements with any works council, or labor contracts to or by which remains unpaid Plato or unsatisfied. All material payments due from any Loan Party of its Subsidiaries is a party or Subsidiary on account 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, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations and unemployment insurance, except for noncompliance as would not reasonably be, expected to have, individually or in the aggregate, a Plato Material Adverse Effect. (d) To the Knowledge of Plato, no employee health and welfare insurance and of Plato or any of its Subsidiaries at the level of Senior Vice President or higher is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other benefits have been paid obligation to a former employer of any such employee relating (A) to the right of any such employee to be employed by Plato or accrued its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information, except as would not reasonably be expected to have, individually or in the aggregate, a liability on the books of such Loan Party or SubsidiaryPlato Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that could reasonably be expected to result in liabilities to any Loan Party or its Subsidiaries, individually or in the aggregate, in excess of $500,000, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockoutlockouts, stoppage or other labor dispute similar action pending or or, to the knowledge of any Loan Party, threatened against any Loan Party or its Subsidiaries that could reasonably be expected to result liabilities to any SubsidiaryLoan Party or its Subsidiaries, and individually or in the aggregate, in excess of $500,000, or (viii) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Loan Party or any Subsidiary thereof, and, to the knowledge of each any Loan Party, no labor organization union (or group similar) petition pending with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union (or similar) organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries, in each case in connection with their employment by any Loan Party or its Subsidiaries. Except for those that would not reasonably be expected to result in Liabilities in excess of $500,000, individually or in the aggregate, (i) none of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. All , (ii) the hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act, (iii) all material payments due from any Loan Party or Subsidiary 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 such Borrowers, and (iv) each Loan Party or Subsidiaryand Subsidiary thereof is in compliance with Requirements of Law with respect to the employment of any employees.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)) or when the failure to do so could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, and (iviii) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary. Except as set forth on Schedule 6.01(p), (A) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, and (vB) to the best knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation 137907439v16 under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hoursThere is, and occupational safety since December 31, 1997 there has been, no labor strike, dispute, work stoppage or lockout pending, or, to the knowledge of Controlled and healthTrue North, threatened, against Controlled, (ii) to the knowledge of Controlled and True North, no Loan Party or any Subsidiary union organizational campaign is party in progress with respect to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, Controlled and no question concerning representation exists respecting such employees; (iii) Controlled is not engaged in any unfair labor practice; (iv) there is no unfair labor practice charge or complaint pending against Controlled pending, or, to the knowledge of any Loan PartyControlled and True North, threatened against any Loan Party or any Subsidiary threatened, before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and the National Labor Relations Board; (v) there are no pending, or, to the knowledge of each Loan PartyControlled and True North, no labor organization or group of employees has made a pending demand for recognition or certificationthreatened, and union grievances against Controlled; (vi) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened pending, or, to be brought or filedthe knowledge of Controlled and True North, with the National Labor Relations Board threatened, charges against Controlled or any other labor relations tribunal current or authority. No Loan Party or Subsidiary has incurred any liability or obligation under former employee of Controlled before the Worker Adjustment and Retraining Notification Act (“WARN”) Equal Employment Opportunity Commission or any similar Requirement state or local agency responsible for the prevention of Lawunlawful employment practices; (vii) none of Controlled, True North or Controlled has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting Controlled and, to the knowledge of Controlled and True North, no such investigation is in progress; and (viii) Controlled is not liable for any arrears of wages, penalties or taxes with respect to the foregoing. (b) No officer or director of Controlled is, and, to the knowledge of Controlled and True North, no other employee of Controlled is a party to or bound by any contract, license, covenant or agreement of any nature, or subject to any judgment, decree or order of any Governmental Entity, that would conflict with Controlled or the transactions contemplated hereby or have a Material Adverse Effect. To the knowledge of Controlled and True North, no activity of any employee of Controlled as or while an employee of Controlled or Controlled has caused a violation of any employment contract, confidentiality agreement, patent disclosure agreement, or other contract or agreement. To the knowledge of Controlled and True North, the execution and delivery of this Agreement will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiaryemployees are now obligated.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), could not reasonably be expected to result in a liability in excess of $2,500,000, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, , (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, , (iii) there is no unfair labor practice complaint pending or, to the best knowledge of any Loan PartyParty and any Subsidiary thereof, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, , (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and and (v) to the best knowledge of each Loan PartyParty and each Subsidiary thereof, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of Parent Guarantor or any Loan PartyBorrower, threatened against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that would reasonably be expected to result in a material liability, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries that would reasonably be expected to result in a material liability, and or (viii) to the knowledge of each Loan PartyParent Guarantor or any Borrower, after due inquiry, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any Loan Party or Subsidiary 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 such Loan Party Parent Guarantor, except where the failure to do so would not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a material liability.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrowers, threatened in writing against any Loan Party or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreementagreement and 127255152_10 that could reasonably be expected to result in a material liability, (ivii) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryits Subsidiaries that could reasonably be expected to result in a material liability, and or (viii) to the knowledge of each Loan PartyBorrowers, after due inquiry, no labor organization union representation question existing with respect to the employees of any Loan Party or group its Subsidiaries and no union organizing activity taking place with respect to any of the employees has made a pending demand for recognition of any Loan Party or certificationits Subsidiaries, and there are no representation in each case, that could reasonably be expected to result in the incurrence by any Loan Party or certification proceedings its Subsidiaries of any material liabilities or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authorityobligations. No Loan Party or 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 (“WARN”) or similar state law, in an amount that exceeds $1,000,000 in the aggregate at any similar Requirement of Law, one time and which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 Change. All material payments due from any Loan Party or Subsidiary 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 such any Loan Party Party, except in each case where the failure to do so could not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Change.

Employee and Labor Matters. (a) Except as set forth on Schedule 6.01(p), Section 4.12(a) of the Seller Disclosure Schedule: (i) each Loan Party since January 11, 2011, there has never been, nor has there been any threat of, any labor strike, slowdown, work stoppage lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting Seller or any employees employed at the Xxxxx Xxxxx Facility; and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party none of Seller or any Subsidiary Selling Affiliate is a party to to, bound by or negotiating any collective bargaining agreement, nor has agreements or any labor union been recognized as contracts with a union, works council or labor organization (collectively, “Union”) relating to the representative operation of the employees of any Loan Party of SubsidiaryXxxxx Xxxxx Facility, (iii) and there is no unfair labor practice complaint pending ornot any Union representing or purporting to represent any employee of Seller or any Selling Affiliate employed at the Xxxxx Xxxxx Facility and, to the knowledge of any Loan PartySeller, threatened against any Loan Party no union organizational campaign is in progress with respect to the employees of Seller or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, a Selling Affiliate employed at the Xxxxx Xxxxx Facility; (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (viii) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and Seller there are no representation Actions against Seller or certification proceedings any Selling Affiliate pending, or petitions seeking a representation proceeding presently pending or to the knowledge of Seller, threatened to be brought or filed, by or with any Governmental Entity, court or arbitrator in connection with the National Labor Relations Board employment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor at the Xxxxx Xxxxx Facility, including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation employment related matter arising under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary.Applicable Laws; and

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (ia) each Loan Party Neither the Company nor any Subsidiary is a party to any labor or collective bargaining agreement and its Subsidiaries is in compliance with all Requirements there are no labor or collective bargaining agreements which pertain to employees of Law in all material respects pertaining to employment and employment practices, terms and conditions the Company or any Subsidiary. (b) No employees of employment, wages and hours, and occupational safety and health, (ii) no Loan Party the Company or any Subsidiary is party to any collective bargaining agreement, nor has are represented by any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan Party, no organization. No labor organization or group of employees of the Company or any Subsidiary has made a pending written demand for recognition or certification, and to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed, filed with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under To the Worker Adjustment and Retraining Notification Act (“WARN”) Knowledge of the Company, there are no organizing activities involving the Company or any similar Requirement Subsidiary pending with any labor organization or group of Law, which remains unpaid employees of the Company or unsatisfied. All material payments due from any Loan Party or Subsidiary 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 such Loan Party or Subsidiary. (c) There are no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or threatened in writing against or involving the Company or any Subsidiary. There are no unfair labor practice charges, grievances or complaints pending or threatened in writing by or on behalf of any employee or group of employees of the Company or any Subsidiary which, if individually or collectively resolved against the Company or any Subsidiary, as the case may be, could result in a material liability. (d) There are no complaints, charges or claims against the Company or any Subsidiary pending or threatened in writing to be brought or filed with any public or governmental entity, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by the Company or any of its Subsidiaries of any individual. (e) The Company and each Company Subsidiary are in compliance with all laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar employment tax except for immaterial non-compliance.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)5.24, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) -------------------------- ------------- there is (a) to the knowledge of Borrowers, no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrowers' knowledge, threatened against any Loan Party Borrower or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party Borrower or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreement, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockoutstoppage or similar action or grievance pending or, or other labor dispute pending or to the knowledge of Borrowers, threatened against any Loan Party Borrower or any Subsidiary, of its Subsidiaries and (vc) to the knowledge of each Loan PartyBorrowers, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Borrower or any other labor relations tribunal or authorityof its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any of them. No Loan Party or Subsidiary Neither any Borrower nor any ERISA Affiliate of any Borrower has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any Loan Party or Subsidiary Borrower 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 such Loan Party Borrower or Subsidiarysuch Subsidiaries.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p)4.22, (i) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is (a) no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrowers, threatened against any Loan Party Borrower or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or or, to the knowledge of Borrowers, threatened against any Loan Party Borrower or any Subsidiary its Subsidiaries which arises out of or under any collective bargaining agreement, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockoutstoppage or similar action or grievance pending or, to the knowledge of Borrowers, threatened in writing against any Borrower or its Subsidiaries, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (vc) to the knowledge of each Loan PartyBorrowers, no labor organization union representation question existing with respect to the employees of any Borrower or group its Subsidiaries and no union organizing activity taking place with respect to any of the employees has made a pending demand for recognition of any Borrower or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authorityits Subsidiaries. No Loan Party or Borrower nor any Subsidiary of any Borrower has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements. All material payments due from any Loan Party Borrower or Subsidiary 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 such Loan Party or Subsidiaryany Borrower.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), (ia) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or Neither the Company nor any Subsidiary is a party to any collective bargaining agreement, nor has agreement or other contract with or commitment to any labor union been recognized as the representative or association representing any employee of the Company or any Subsidiary, nor does any labor union or collective bargaining agent represent any employees of the Company or any Loan Party Subsidiary. No such agreement, contract or other commitment has been requested by, or is under discussion by management of Subsidiarythe Company or any Subsidiary (or any management group or association of which the Company or any Subsidiary is a member or otherwise a participant) with, (iii) any group of employees or others, nor are there any other current activities known to the Company or any Subsidiary to organize any employees of the Company or any Subsidiary into a collective bargaining unit. There are no pending, or to the knowledge of the Company or any Subsidiary threatened, union grievances against the Company or any Subsidiary as to which there is a reasonable possibility of a material adverse determination. Neither the Company nor any Subsidiary is engaged in any unfair labor practice. There is no unfair labor practice complaint pending or, to the knowledge of the Company or any Loan PartySubsidiary, threatened against the Company or any Loan Party Subsidiary. There is, and during the past two years there has been, no labor strike, dispute, slow-down or work stoppage pending, or, to the knowledge of the Company or any Subsidiary, threatened against the Company or any Subsidiary. There are no pending, or, to the knowledge of the Company or any Subsidiary, threatened, charges against the Company or any Subsidiary or any current or former employee, officer or director of the Company or any Subsidiary before the Equal Employment Opportunity Commission or any Governmental Authority state or local agency, or governmental authority of a jurisdiction other than the United States, that is responsible for the prevention of unlawful employment practices. (b) All employees working in the United States hired by the Company and no grievance each Subsidiary on or arbitration proceeding pending after November 7, 1986 are authorized for employment by such party in the United States in accordance with the Immigration and Naturalization Act, as amended, and regulations promulgated under that statute, except where the failure to be so authorized, individually or threatened against any Loan Party in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No allegations of immigration-related unfair employment practices have been made with the Equal Employment Opportunity Commission or the Special Counsel for Immigration-Related Unfair Employment Practices. The Company and each Subsidiary has completed and retained in accordance with the Immigration and Naturalization Service regulations a Form I-9 for all employees working in the United States hired on or after November 7, 1986, except those employees whose employment terminated on or before June 1, 1987. Except as set forth in Schedule 3.24 hereto, none of the employees currently employed by the Company or any Subsidiary is authorized for employment in the United States pursuant to a nonimmigrant visa which arises out of or under any collective bargaining agreement, (iv) there has been no strike, work stoppage, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party authorizes the employee to be employed by the Company or any Subsidiary, and (v) to the knowledge of each Loan Party, no labor organization or group of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied. All material payments due from any Loan Party or Subsidiary on account of wages and employee health and welfare insurance and employees working in jurisdictions other benefits than the United States have been paid or accrued as a liability on hired and are employed in compliance with all applicable laws of the books of such Loan Party or Subsidiaryrelevant jurisdiction.

Employee and Labor Matters. Except as set forth on Schedule 6.01(p), There is (ia) each Loan Party and its Subsidiaries is in compliance with all Requirements of Law in all material respects pertaining to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, (ii) no Loan Party or any Subsidiary is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of the employees of any Loan Party of Subsidiary, (iii) there is no unfair labor practice complaint pending or, to the knowledge of any Loan PartyBorrowers, threatened against any Loan Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or any Subsidiary of its Subsidiaries which arises out of or under any collective bargaining agreementagreement and that would reasonably be expected to result in a material liability, (ivb) there has been no strike, work stoppagelabor dispute, slowdown, lockout, stoppage or other labor dispute similar action or grievance pending or threatened in writing against any Loan Party or any Subsidiaryof its Subsidiaries that would reasonably be expected to result in a material liability, and or (vc) to the knowledge of each Loan PartyBorrowers, no labor organization or group union representation question existing with respect to the employees of employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board any Loan Party or any other labor relations tribunal of its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or authorityany of its Subsidiaries. No Loan Party or Subsidiary any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Lawstate law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of 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 would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All material payments due from any Loan Party or Subsidiary 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 such Loan Party Party, except where the failure to do so would not, individually or Subsidiaryin the aggregate, reasonably be expected to result in a Material Adverse Change.