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), (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), 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 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), (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 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), 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), 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 Obligor or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party Obligor 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 Obligor 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, 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 Obligor or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party Obligor or its Subsidiaries. None of any Loan Party Obligor 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. (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 employment related matter arising under Applicable Laws; and (iv) Seller has not received written notice of the intent of any Governmental Entity responsible for the enforcement of labor relations tribunal or authority. No Loan Party or Subsidiary has incurred any liability or obligation under employment laws to conduct an investigation of the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement Xxxxx Xxxxx Facility and, to the knowledge of LawSeller, 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 no such Loan Party or Subsidiaryinvestigation is in progress.

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 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 are no strikes, boycotts, grievances, work stoppages, slowdowns, lockouts or other job actions existing, pending (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 threatened) against or involving any Loan Party or any Subsidiary before of any Governmental Authority Loan Party, except for those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth on Schedule 4.22, or except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, as of the Closing Date, (a) there is no memorandum of understanding, collective bargaining or similar agreement, and there is no grievance ongoing negotiation or arbitration proceeding pending duty to negotiate, with any union, labor organization, works council or threatened against similar representative covering any Employee or otherwise binding any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreementLoan Party, (ivb) there to the Loan Parties’ knowledge, no petition for certification or election of any such representative is existing or pending with respect to any Employee, (c) to the Loan Parties’ knowledge, no such representative has sought certification or recognition with respect to any Employee, and (d) to the Loan Parties’ knowledge, no Employee or his or her representative is engaged in any organizing efforts. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all current and former Employees are and have been no strikecorrectly classified as exempt or non-exempt under, work stoppageand are and have been paid in accordance with, slowdownall applicable federal, lockoutstate, and local wage and hour laws. Further, all individuals who perform or other labor dispute pending or threatened against have performed services for any Loan Party or any Subsidiary, and (v) to the knowledge Subsidiary 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 are or were correctly classified under each Employee Benefit Plan, ERISA, the Internal Revenue Code and other Applicable Law as common law employees, independent contractors or other non-employee basis, or leased employees, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each Loan Party and Subsidiary on account of any Loan Party are in material compliance with all Applicable Laws concerning employment, including without limitation hiring, background checks, compensation, benefits, wages (including payment of overtime), wage deductions and employee withholdings, classification, immigration, work authorization, employment eligibility verification, reporting, taxation, occupational health and welfare insurance and other benefits have been safety, equal rights, labor relations, accommodations, breaks, notices, employment policies, paid or accrued as unpaid time off work, accessibility, privacy, and workers’ compensation, except for such noncompliance that could not reasonably be expected, individually or in the aggregate, to have a liability on the books of such Loan Party or SubsidiaryMaterial 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)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), 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 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)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 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. 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), 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)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), 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 Schedule 2.16 sets forth: (a) the name, title, current hourly rate or annual salary, full-time/part-time status, exempt/non-exempt status, bonus for the year ending December 31, 2015, and aggregate annual compensation for each current employee of the Company. The Company is not delinquent in payments to any of its employees or independent contractors for any wages, salaries, commissions, bonuses or other direct compensation for any services performed as set forth on Schedule 6.01(p), (i) each Loan Party of the date hereof or any reimbursable amounts. The Company is and its Subsidiaries is heretofore has been in compliance with all Requirements of Law in all material respects pertaining to employment and Laws respecting labor, employment, fair 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 wages and hours. There has been no strike, work stoppage, slowdown, lockout, “mass layoff” or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to “plant closing” within the knowledge meaning 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 of 1988, as amended (“WARN”), and any similar state or local “mass layoff” or “plant closing” Law with respect to the Company within three (3) years prior to Closing. The Company is not a party to or otherwise bound by any collective bargaining agreement or other Contractual Obligation with a labor union or labor organization. The Company is not subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization nor, as of the date of this Agreement, is there pending or, to the Knowledge of the Company, threatened any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company. With respect to the Company’s employment and labor practices and policies, (x) there is no investigation, audit or review pending of which the Company has been notified in writing (or, to the Knowledge of the Company, threatened) by any Governmental Authority, and (y) there are no Orders before any Governmental Authority to which the Company is a named party. The Company is not sponsoring any employee to work in the United States or any similar Requirement other country under a visa or work authorization, and no petition for admission of Lawany alien under a non-immigrant or other visa, which remains unpaid or unsatisfiedfor transfer of sponsorship of any such employee, is currently pending. All material payments due from any Loan Party or Subsidiary on account Each employee of wages the Company is authorized to work in the United States. The Company has current Forms I-9 for all employees of the Company who work in the United States, and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of has complied with required processes with respect to obtaining such Loan Party or SubsidiaryForms I-9.

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), (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)) 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)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), (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 as set forth on Schedule 6.01(p)5.17, (ia) each Loan Party there is, and its Subsidiaries during the past three years there has been, no labor strike, dispute, work stoppage or lockout pending, or, to the knowledge of True North, threatened, against the Transferred Business, (b) to the knowledge of True North, no union organizational campaign is in compliance progress with all Requirements of Law in all material respects pertaining respect 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 the Transferred Business and no question concerning representation exists respecting such employees; (c) the Transferred Business is not engaged in any Loan Party of Subsidiary, unfair labor practice; (iiid) there is no unfair labor practice charge or complaint pending against the Transferred Business pending, or, to the knowledge of any Loan PartyTrue 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, the National Labor Relations Board; (ive) there has been are no strikepending, work stoppageor, slowdown, lockout, or other labor dispute pending or threatened against any Loan Party or any Subsidiary, and (v) to the knowledge of each Loan PartyTrue North, no labor organization or group of employees has made a pending demand for recognition or certificationthreatened, and union grievances against the Transferred Business; (f) there are no representation pending, or, to the knowledge of True North, threatened, charges against the Transferred Business or certification proceedings any current or petitions seeking former employee of the Transferred Business before the Equal Employment Opportunity Commission or any state or local agency responsible for the prevention of unlawful employment practices; (g)neither True North nor any Tranferring Entity has not 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 the Transferred Business and, to the knowledge of True North, no such investigation is in progress; and (h) the Transferred Business is not liable for any arrears of wages, penalties or taxes with respect to the foregoing. No officer or director of the Transferred Business is, and, to the knowledge of True North, no other employee of the Transferred Business is a representation proceeding presently pending party to or threatened bound by any contract, license, covenant or agreement of any nature, or subject to be brought any judgment, decree or filedorder of any Governmental Entity, that would conflict with the National Labor Relations Board Transferred Business or the transactions contemplated hereby or by the Related Agreements or have a Material Adverse Effect. To the knowledge of True North, no activity of any employee of the Transferred Business as or while an employee of True North or the Transferred Business has caused a violation of any employment contract, confidentiality agreement, patent disclosure agreement, or other labor relations tribunal contract or authorityagreement. No Loan Party To the knowledge of True North, the execution and delivery of this Agreement and the Related Agreements will not conflict with or Subsidiary has incurred result in a breach of the terms, conditions or provisions of, or constitute a default under, any liability contract, covenant or obligation instrument under the Worker Adjustment and Retraining Notification Act (“WARN”) or which 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 Subsidiaryemployees are now obligated.

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 Obligor or any Subsidiary its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party Obligor 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 Obligor 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, 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 Obligor or Subsidiary its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party Obligor or its Subsidiaries. None of any Loan Party Obligor 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 Borrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a material liability. Loan Party or Subsidiary.and Security Agreement

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(p6.01(q), (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 material 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 material labor dispute pending or or, to the knowledge of any Loan Party, 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, the Labour Relations Board of British Colombia, or any other labor relations tribunal or authority, and (vi) there are no outstanding claims, complaints, assessments or investigations against the Loan Parties or their Subsidiaries under the British Columbia Workers' Compensation Act and Occupational Health and Safety Regulation, Employment Standards Act, Labour Relations Code, Human Rights Code or other comparable legislation, nor are there any claims, complaints, assessments, or investigations filed against the Loan Parties or their Subsidiaries with the British Columbia courts, boards and tribunals which govern the aforementioned legislation and regulations. 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, 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 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)could not, (i) each Loan Party and its Subsidiaries is individually or in compliance with all Requirements of Law in all material respects pertaining the aggregate, reasonably be expected to employment and employment practiceshave a Material Adverse Effect, 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 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, (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, and or (vc) no union representation question existing with respect to the knowledge employees 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 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 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), 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 in writing against any Loan Party or any Subsidiary of its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of any Loan Party, 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, (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 that could reasonably be expected to result in a material liability, and or (viii) to the 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 or any other labor relations tribunal or authority. No Loan Party or Subsidiary 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. None of any 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 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 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 Parent and its Subsidiaries, 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 are no strikes, boycotts, grievances, work stoppages, slowdowns, lockouts or other job actions existing, pending (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 threatened) against or involving any Loan Party or any Subsidiary before of any Governmental Authority Loan Party, except for those that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth on Schedule 4.22, or except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (a) there is no memorandum of understanding, collective bargaining or similar agreement, and there is no grievance ongoing negotiation or arbitration proceeding pending duty to negotiate, with any union, labor organization, works council or threatened against similar representative covering any Employee or otherwise binding any Loan Party or any Subsidiary which arises out of or under any collective bargaining agreementLoan Party, (ivb) there to the Loan Parties’ knowledge, no petition for certification or election of any such representative is existing or pending with respect to any Employee, (c) to the Loan Parties’ knowledge, no such representative has sought certification or recognition with respect to any Employee, and (d) to the Loan Parties’ knowledge, no Employee or his or her representative is engaged in any organizing efforts. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all current and former Employees are and have been no strikecorrectly classified as exempt or non-exempt under, work stoppageand are and have been paid in accordance with, slowdownall applicable federal, lockoutstate, and local wage and hour laws. Further, all individuals who perform or other labor dispute pending or threatened against have performed services for any Loan Party or any Subsidiary, and (v) to the knowledge Subsidiary 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 are or were correctly classified under each Employee Benefit Plan, ERISA, the Internal Revenue Code and other Applicable Law as common law employees, independent contractors or other non-employee basis, or leased employees, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Each Loan Party and Subsidiary on account of any Loan Party are in material compliance with all Applicable Laws concerning employment, including without limitation hiring, background checks, compensation, benefits, wages (including payment of overtime), wage deductions and employee withholdings, classification, immigration, work authorization, employment eligibility verification, reporting, taxation, occupational health and welfare insurance and other benefits have been safety, equal rights, labor relations, accommodations, breaks, notices, employment policies, paid or accrued as unpaid time off work, accessibility, privacy, and workers’ compensation, except for such noncompliance that could not reasonably be expected, individually or in the aggregate, to have a liability on the books of such Loan Party or SubsidiaryMaterial 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 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. 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 (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, 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 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), (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), (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 Subsidiary.in the aggregate, reasonably be expected to result in a material liability. 5.28

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.

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.