Common use of Employee and Labor Matters Clause in Contracts

Employee and Labor Matters. (a) The Company is not, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard to any of the employees of the Company or any of its Subsidiaries (“Employees”). (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disrepute.

Employee and Labor Matters. (a) The Neither the Company nor any of its Subsidiaries is nota party or bound to a collective bargaining agreement, and agreement with any works council or similar labor contract. Since January 1, 2020, there has not occurred and, to the Knowledge of the Company, there has not been within the past three threatened (3i) yearsany strike, a party to any collective bargaining agreement or other slowdown, picketing, material labor-related Contract arbitration, material grievance, or work stoppage by, or lockout of, or, to the Knowledge of the Company, union organizing activities with respect to, any employees of the Company or any of its Subsidiaries, (ii) any Proceeding against the Company or any of its Subsidiaries relating to the alleged violation of any Laws pertaining to labor relations, including any charge or complaint filed by an employee or union with the National Labor Relations Board or the U.S. Department of Labor – Management Standards, or (iii) any application for representation or certification of a labor union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard labor organization seeking to represent any employees of the Company or any of its Subsidiaries. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries are in compliance with all applicable Laws relating to labor or employment, including, without limitation, all Laws relating to terms and conditions of employment, fair employment practices, background checks, occupational health and safety, wages, child labor, immigration, authorization to work, employment discrimination, harassment, retaliation, worker classification (including classification of exempt employees and classification of independent contractors), withholding of Taxes, disability rights or benefits, leaves of absences, paid sick leave, COVID-19, privacy, benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, collective bargaining, labor relations, social welfare obligations and unemployment insurance and related matters. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company or its Subsidiaries, taken as a whole: (i) all current owner operators and other independent contractors engaged by the Company or any of its Subsidiaries are properly classified as independent contractors for Tax, wage and hour, benefits and all other purposes; (ii) all current and former employees of the Company or any of its Subsidiaries classified as exempt from the Fair Labor Standards Act and state and local wage and hour and other Laws in any of the past three years are and have been properly classified as exempt for all purposes under such Laws; and (“Employees”)iii) the Company and each of its Subsidiaries are in material compliance with all Laws relating to drivers who perform or have performed services for the Company or any of its Subsidiaries, including employee and independent contractor drivers. (bd) No unionNone of the Company or its Subsidiaries has entered into a settlement agreement with a current or former officer, labor organizationdirector or employee of the Company or any of its Subsidiaries resolving allegations of sexual harassment or misconduct by an executive officer, works council, director or group employee of employees is presently serving as a collective bargaining agent for the Company or otherwise representing any Employeeof its Subsidiaries. There are no, and since January 1, 2020, there has have not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, any Proceeding pending or, to the Knowledge of the Company’s Knowledge, threatened, as to current or former Employees or threatened against the CompanyCompany or any of its Subsidiaries, in each case, involving allegations of sexual harassment or misconduct by an officer, director or employee of the Company or any of its Subsidiaries. The Company has no legal and its Subsidiaries have investigated all material sexual harassment or contractual requirement other material harassment or discrimination allegations with respect to provide notice current and former employees of which they are or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreementwere aware. (ce) Except as has not had set forth on Section 3.12(e) of the Company Disclosure Schedule, or would not reasonably be expected to havethat, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has would not been within the past three (3) years, any, pending or, reasonably be expected to be material to the Company’s KnowledgeCompany and its Subsidiaries, threatened chargetaken as a whole, complaintsince January 1, or Proceeding relating to payment of wages and hours2020, employment discrimination, or other term or condition of employment, against neither the Company or nor any of its Subsidiaries with regard has been a party to or to the Employees Knowledge of the Company, threatened with any Proceeding involving any current or any former applicant, employee, owner operator, other individual or sole proprietor independent contractors contractor, or other worker of the Company or any of its Subsidiaries, before or otherwise relating to any federal, state, labor or local agency, court, or administrative or arbitral tribunalemployment matters of the Company. (df) Except as has not had or would not reasonably be expected to haveSince January 1, individually or in the aggregate2020, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three have not engaged in or implemented any “plant closing” or “mass layoff” of employees (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, each case as defined in the Worker Adjustment and Retraining Notification Act of 1988 and 1988, as amended, or any similar foreign, state and foreign or local Law (collectively “WARN Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment ”)) or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within other actions that triggered notice obligations under any WARN Laws. In the past three six (3) years has provided services to 6)-months, the Company and its Subsidiaries have not carried out any layoffs, furloughs, or hours or pay reductions that would, if continued, constitute an “employment loss” (as defined in any WARN Laws) and that would, together with any “employment loss” (as that term is defined in any WARN Laws) in the past ninety (90) days, constitute a “mass layoff” or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated “plant closing” (as such for all applicable purposes. (eterms are defined in any WARN Laws) and that would require notice under any WARN Laws. The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to do not have merit), the Company has taken prompt corrective action any plans to undertake any “mass layoff” or “plant closing” that would reasonably calculated be expected to prevent further improper action. The Company does not reasonably anticipate material liability with respect to trigger notice obligations under any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disreputeWARN Laws.

Employee and Labor Matters. (a) The Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, each of the Company and the Subsidiaries of the Company currently complies, and since January 1, 2019 has complied, with all applicable Laws respecting labor, employment, immigration, employment practices, social security and Taxes in connection with employees and independent contractors, including all laws respecting terms and conditions of employment, hiring, promotion, termination, workers’ compensation, health and occupational safety (including, but not limited to, COVID-19), non-discrimination, harassment, child labor, privacy, disability rights or benefits, equal opportunity, plant closings, mass layoffs, affirmative action, payment of social security dues and contributions, profit sharing, labor relations, right to organize and to bargain collectively, pay equity, overtime pay, employee leave, independent contractor classification, exempt and non-exempt classification, compensation and benefits, unemployment insurance, wages and hours, and the U.S. Worker Adjustment and Retraining Notification Act of 1988, as amended, and state and local equivalents. (i) Neither the Company nor any Subsidiary of the Company is not, and has not been within the past three (3) years, a party to or bound by any labor agreement, collective bargaining agreement agreement, or any other labor-related Contract agreements or arrangements with a any labor union, labor organization or works councilcouncil and no such agreements or arrangements are currently being negotiated by the Company or any Subsidiary of the Company, (ii) no labor union or organization, works council or other employee representative (each, a “Labor Agreement”) with regard to any group of the employees of the Company or any Subsidiary of its Subsidiaries the Company has made a pending written demand for recognition or certification and (“Employees”). (biii) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There there are no, and there has have not been within the past three (3) yearssince January 1, 2019 any, strikesorganizing, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances drives representation or arbitrations, certification proceedings or other labor disputes, or organizing activities, pending orpetitions seeking a representation proceeding and, to the Company’s Knowledge, threatened, as to current or former Employees or against Knowledge of the Company. The Company has , no legal such proceedings or contractual requirement petitions are threatened to provide notice be brought or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, filed with the National Labor Relations Board or any other applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreementrelations authority. (c) Except as has not had or would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, since January 1, 2019, (i) there is nohave been no grievances, and there has not been within the past three (3) yearshand-billing, anypicketing, pending orwork stoppage, lock-out, slowdown or labor strike and, to the Knowledge of the Company’s Knowledge, none have been threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any Subsidiary of its Subsidiaries with regard the Company and (ii) there is no unfair labor practice charge, labor dispute or labor arbitration proceeding pending, or to the Employees Knowledge of the Company, threatened against the Company or any Subsidiary of the Company. (d) To the Knowledge of the Company, no current or former employee or individual independent contractors contractor of the Company or any Subsidiary is in any material respect in violation of its Subsidiariesany material term of any employment agreement, before any federalnondisclosure agreement, statecommon law nondisclosure obligation, fiduciary duty, noncompetition agreement, non-solicitation agreement, restrictive covenant or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, other obligation: (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported owed to the Company or its Subsidiaries, any Subsidiary; or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party owed to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability third party with respect to any such allegation and, person’s right to the Company’s knowledge, there are no such allegations that, if known to the public, would bring be employed or engaged by the Company or any of its Subsidiaries into material disreputeSubsidiary.

Employee and Labor Matters. (a) The Neither the Company nor any of its Subsidiaries is not, and has not been within the past three (3) years, a party to or subject to, has voluntarily applied to enter into, or is currently negotiating in connection with entering into, any collective bargaining agreement agreement, social plan or other labor-related Contract agreement with a any labor union, labor organization or works council, labor organization, and no such contract is presently being negotiated. Neither the Company nor any Subsidiary of the Company has established any works council or other employee representative (eachbody, a “Labor Agreement”) with regard to any of the and no employees of the Company or any of its Subsidiaries (“Employees”). (b) No union, are represented by any labor union or other labor organization. To the knowledge of the Company, there are no current nor have there been at any time during the last three (3) years any campaign or other union organizing activity to authorize representation by any labor union or labor organization with respect to any Company Service Provider, and neither the Company nor any Subsidiary of the Company is or has been in default of any requirement to establish any works council, council or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employeeother employee representative body. There are no, no current and there has have not been within any labor strikes, slowdowns, work stoppages, lockouts or any similar activity or dispute affecting the past Company or any of its Subsidiaries during the last three (3) years, anyand to the knowledge of the Company, strikesno such labor strike, slowdown, work stoppagesstoppage, walkoutslockout or any similar activity or dispute is threatened. (b) The Company and each of its Subsidiaries is, picketsand during the last three (3) years, lockoutshas been, in compliance in all material respects with all applicable Laws relating to labor, employment and employment practices (including equal employment opportunity Laws), terms and conditions of employment, immigration, workers’ compensation, long term disability, occupational safety, plant closings and layoffs, compensation and benefits, worker classification, exempt and non-exempt status, affirmative action, employee and data privacy, and wages and hours (“Employment Practices”). (c) As of the date of this Agreement, (i) there are no Actions pending or scheduled by any Governmental Authority or, to the knowledge of the Company, threatened, pertaining to the Employment Practices of the Company or any of its Subsidiaries, (ii) no material complaints relating to Employment Practices of the Company or any of its Subsidiaries have been filed with any Governmental Authority or submitted in writing to the Company or any of its Subsidiaries and, to the knowledge of the Company, no such complaints are threatened and (iii) there is no unfair labor practice charges, material labor grievances charge against the Company or arbitrations, or other labor disputes, or organizing activities, any of its Subsidiaries pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against knowledge of the Company. , threatened before the National Labor Relations Board or any similar labor relations authority. (d) As of the date of this Agreement, no Company Service Provider whose annual base compensation received from the Company or any of its Subsidiaries exceeds Fifty Thousand Dollars ($50,000) has given the Company or any of its Subsidiaries (and not withdrawn) notice in writing of his or her intention to terminate his or her relationship or status as a Company Service Provider for any reason, including because of the consummation of the Transactions. (e) (i) Neither the Company nor any of its Subsidiaries has incurred any Liability under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., or any similar state or local Law (collectively, “WARN”) that remains unsatisfied and (ii) there has been no “mass layoff” or “plant closing,” as defined by WARN, with respect to the Company or any of its Subsidiaries within the last six (6) months. (f) The Company has no and its Subsidiaries have satisfied any legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, with or seek or obtain consent from, the approval of any labor union, labor organization or works council, labor organization or employee representative which is representing any Employee, or any applicable labor tribunalCompany Service Provider, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (cg) Except as has not had To the knowledge of the Company, no Company Service Provider is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three similar material obligation: (3i) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, Company or Proceeding any of its Subsidiaries; or (ii) to a former employer of any such Company Service Provider relating to payment (A) the right of wages and hours, employment discrimination, or other term or condition of employment, against any such Company Service Provider to be employed by the Company or any of its Subsidiaries with regard to or (B) the Employees knowledge or any independent contractors use of the Company trade secrets or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunalproprietary information. (dh) Except as has The Company and its Subsidiaries are not had delinquent in material payments to any current or would not reasonably former Company Servicer Providers or any Governmental Authority for any services or amounts required to be expected reimbursed or otherwise paid with respect to have, individually or in the aggregate, a any such Company Material Adverse Effect, Service Providers. (i) The Company has made available, to the extent permitted under applicable Law, to Parent and Buyer the total number of individuals employed or engaged by the Company and each of its Subsidiaries Subsidiaries, the identity of the formal legal employer or contracting Person, salary and other benefits, each such Company Service Provider’s position or function and period of continuous employment or engagement, the locations where such Company Service Providers are based and primarily perform their duties, annual salary (including description of base salary and overtime payment arrangement and classification as exempt or non-exempt under applicable Law) or wages and any incentives, commission or bonus arrangement with respect to such Person (including any commissions or bonuses earned that have not yet been paid), social benefits such as managers insurance (bituach menahalim), pension fund and/or manager insurance (including description of the salary basis for such contributions and the contributions rates), and education fund (keren hishtalmut), any special termination grant that is andbeyond the statutory severance pay to which such Company Service Providers are entitled (if at all), for the past three number of sick days to which such Person is entitled and which have accrued and the aggregate Dollar amounts thereof, the vacation days to which each such Person is entitled and accrued and unpaid vacation (3) years has beenrepresented both in terms of the number of days as well as the Dollar value); length of notice period required in order to terminate each such Person’s employment, automobiles, mobile phones and other benefits in compliance kind, the most recent compensation increase including the amount thereof, visa or work permit status of Company Service Providers who require a visa or work permit to legally provide services to the Company in the location where they are based or provide services, if applicable and a description of any material arrangements with all federal, state, provincial and local Laws respecting employment and employment practices, such Persons relating to the terms and conditions of employmenttheir employment (except where the disclosure of such information would be prohibited by data privacy/protection Laws without the individual’s consent). No such Person is on a leave of absence or has given notice in writing of his, immigration, her or its intention to go on a leave of absence. All Company Service Providers are lawfully entitled to work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to for the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all the applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents Subsidiary of the Company without restriction or its Subsidiaries that have been reported to any visa, permit or consent being required. Neither the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or nor any of its Subsidiaries into material disreputeengage minors, unpaid interns, unpaid volunteers or foreign employees in Israel. There are no unwritten policies, practices or customs of the Company that entitle any Company Service Provider to benefits in addition to what such Company Service Provider is entitled to by applicable Law or under the terms of such Company Service Provider’s employment or engagement agreement (including unwritten customs or practices concerning bonuses, extra payments or entitlements upon termination of employment or engagement or otherwise that are not required under applicable Law). (j) All Company Service Providers are (i) employed or engaged on an at will basis, which means that their employment or engagement can be terminated at any time, with or without notice, for any reason or no reason at all or (ii) employed or engaged subject to statutory notice periods and mandatory termination procedures and payments required under applicable Law. Except as set forth in Section 3.19(j) of the Company Letter, the employment and engagement of each of the Company Service Providers of the Company’s Israeli Subsidiary is terminable by no more than thirty (30) days’ prior notice. Except as required by applicable Law, neither the Company nor any of its Subsidiaries has made or agreed to make any payment or agreed to provide any benefit to any current or former Company Service Provider or to any dependent of such Company Service Provider, in connection with the actual or proposed termination or suspension of employment or engagement of such current or former Company Service Provider.

Employee and Labor Matters. (a) The Neither the Company nor any of the Company Subsidiaries is not, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract contract with a union, works council, or commitment to any labor organization, union or other association representing any employee representative (each, a “Labor Agreement”) with regard to of the Company or any of the Company Subsidiaries, nor does any labor union or collective bargaining agent represent any employees of the Company or any of its the Company Subsidiaries. No such agreement, contract or other commitment has been requested by, or is under discussion by management of the Company or any of the Company Subsidiaries (“Employees”). (bor, to the Knowledge of Seller, any management group or association of which the Company or any of the Company Subsidiaries is a member or otherwise a participant) No unionwith, labor organization, works council, or any group of employees is presently serving as or others, nor, to the Knowledge of Seller, are there any other current activities to organize any employees of the Company or any of the Company Subsidiaries into a collective bargaining agent unit. The Company and the Company Subsidiaries are in compliance with all applicable employment, labor and similar Laws, except for any failure to comply which could not be expected to have a material adverse effect on the Company or otherwise representing any Employeethe Principal Subsidiary each taken individually or the Company and the Company Subsidiaries taken as a whole. The Company and each of the Company Subsidiaries are up to date in respect of their respective salary payment obligations. There are nois, and there has not been within during the past three (3) yearsyears there has been, anyno labor strike, strikesdispute, slow-down or work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, stoppage pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution Knowledge of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s KnowledgeSeller, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard the Company Subsidiaries. There are no pending or, to the Employees Knowledge of Seller, threatened Actions against the Company or any independent contractors of the Company Subsidiaries or any current or former employee, officer or director of the Company or any of its Subsidiaries, the Company Subsidiaries before any federal, state, or local agency, court, or administrative or arbitral tribunalGovernmental Entity responsible for the prevention of unlawful employment practices. (db) Except as has not had or would not reasonably be expected to haveset forth on Schedule 3.23(b), individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents Russian employees of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its the Company Subsidiaries into material disreputeworking in the Russian Federation have valid work permits and registered visas (sponsored by the Company or a Company Subsidiary) and are duly authorized for employment in the Russian Federation in accordance with the Laws of the Russian Federation.

Employee and Labor Matters. (a) The Except as set forth in Section 3.19(a) of the Company Letter, neither the Company nor any of its Subsidiaries employs or engages, or has at any time employed or engaged, any employees or other Company Service Providers whose primary work location is notin the United States, and nor has not the Company or any Subsidiary thereof extended an offer of employment or service to any such employee or other individual service provider that is outstanding as of the date hereof. (b) Except as set forth in Section 3.19(b) of the Company Letter, neither the Company nor any of its Subsidiaries is or has at any time been within the past three (3) years, a party to bound by any collective bargaining or similar labor agreement or other labor-related Contract with a any labor union, labor organization or works council, labor organization, council with respect to the Company Service Providers. The Company has not installed any works council or other employee representative (eachbody no employee or any other Company Service Provider has at any time requested the establishment of a works council or employee representative body, except that a “Labor Agreement”) with regard works council has been installed for each of InterXion France SAS and InterXion Deutschland GmbH. Except for matters that would not result in or reasonably be expected to any result in material Liability to the Company, there is no labor strike, work stoppage, picketing, lockout, walkout or other organized work interruption pending or, to the knowledge of the employees of Company, threatened against the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries (“Employees”). (b) No unionhas experienced any such organized work interruption since December 31, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee2016 and prior to the date hereof. There are nono labor unions, and works councils or other organizations representing or purporting to represent and, to the knowledge of the Company, no union organization campaign is in progress with respect to any Company Service Providers. Except as would not result in or reasonably be expected to result in material Liability to the Company, there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, are no unfair labor practice chargescharges pending before any Governmental Authority, material labor grievances nor any grievances, complaints, claims or arbitrationsjudicial or administrative proceedings, or other labor disputesin each case, or organizing activities, which are pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against knowledge of the Company. The , threatened by or on behalf of any Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this AgreementService Providers. (c) Except The Company and each of its Subsidiaries is in compliance with all applicable Laws, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters, except as has not had or would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company and each of its Subsidiaries has paid in full to each Company Service Provider or adequately accrued in accordance with IFRS all wages, there is nosalaries, commissions, bonuses and there has other compensation due to or on behalf of such Company Service Provider, except as would not been within the past three (3) years, any, pending or, result in or reasonably be expected to result in material Liability to the Company’s Knowledge. The Company and each of its Subsidiaries has properly classified each Company Service Provider as either an employee or independent contractor for all purposes and has made all appropriate filings in connection with services provided by, threatened chargeand compensation paid to, complaintsuch Company Service Provider, except as would not result in or Proceeding relating reasonably be expected to payment result in material Liability to the Company. (e) As of wages and hoursthe date hereof, employment discriminationexcept as disclosed in any Company SEC Documents, or other term or condition no member of employment, against Senior Management has informed the Company or any of its Subsidiaries with regard (in writing or, to the Employees knowledge of the Company, orally) of any plan to terminate employment with or any independent contractors of services for the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the knowledge of the Company’s knowledge, there are no such allegations thatPerson or Persons has any plan to terminate employment with or services for the Company or any of its Subsidiaries. (f) The Company has made available to Parent an accurate and complete list of each Company Service Provider who is a member of Senior Management and their hiring entities, if known to the publicsalary, would bring target bonus opportunity and length of service. (g) No Company Service Provider transferred into employment with the Company or any of its Subsidiaries into material disreputein circumstances where, prior to the transfer, such Company Service Provider was a member of a defined benefit plan. (h) Neither the Company nor any of its Subsidiaries has made a loan, advance or other financial assistance to any Company Service Provider or former Company Service Provider that is outstanding.

Employee and Labor Matters. (a) The Company is not, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract provided Parent with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard to any list of the number of employees of the Company or any of its Subsidiaries by category (e.g., “Employeesdriver” or “dispatcher”). Schedule 3.12(a) of the Company Disclosure Schedule sets forth compensation ranges for each category of employee that is complete and accurate in all material respects, as of the date hereof. (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection provided Parent with the execution number of this Agreement or the transactions contemplated all owner operators engaged by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries as of the date hereof. (c) The Company has provided Parent with regard the number of all non-owner operator independent contractors engaged by the Company or any of its Subsidiaries as of the date hereof. (d) Neither the Company nor any of its Subsidiaries is a party or bound to a collective bargaining agreement, agreement with any works council or similar labor contract. Since January 1, 2021, there has not occurred and, to the Employees Knowledge of the Company, there has not been threatened (i) any strike, slowdown, picketing, material labor-related arbitration, material grievance, or work stoppage by, or lockout of, or, to the Knowledge of the Company, union organizing activities with respect to, any independent contractors employees of the Company or any of its Subsidiaries, before (ii) any federalProceeding against the Company or any of its Subsidiaries relating to the alleged violation of any Laws pertaining to labor relations, stateincluding any charge or complaint filed by an employee or union with the National Labor Relations Board or the U.S. Department of Labor – Management Standards, or local agency(iii) any application for representation or certification of a labor union, courtworks council, or administrative other labor organization seeking to represent any employees of the Company or arbitral tribunalany of its Subsidiaries. (de) Except as has not had or would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company Material Adverse Effectand each of its Subsidiaries are in compliance with all applicable Laws relating to labor or employment, including, without limitation, all Laws relating to terms and conditions of employment, fair employment practices, background checks, occupational health and safety, wages, child labor, immigration, authorization to work, employment discrimination, harassment, retaliation, worker classification (including classification of exempt employees and classification of independent contractors), withholding of Taxes, disability rights or benefits, leaves of absences, paid sick leave, privacy, benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, collective bargaining, labor relations, social welfare obligations and unemployment insurance and related matters. (f) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company or its Subsidiaries, taken as a whole: (i) all current owner operators and other independent contractors engaged by the Company or any of its Subsidiaries are properly classified as independent contractors for Tax, wage and hour, benefits and all other purposes; (ii) all current and former employees of the Company or any of its Subsidiaries classified as exempt from the Fair Labor Standards Act and state and local wage and hour and other Laws in any of the past three years are and have been properly classified as exempt for all purposes under such Laws; and (iii) the Company and each of its Subsidiaries is and, for the past three (3) years has been, are in material compliance with all federalLaws relating to drivers who perform or have performed services for the Company or any of its Subsidiaries, stateincluding employee and independent contractor drivers. (g) None of the Company or its Subsidiaries has entered into a settlement agreement with a current or former officer, provincial and local Laws respecting employment and employment practicesdirector or employee of the Company or any of its Subsidiaries resolving allegations of sexual harassment or misconduct by an executive officer, terms and conditions director or employee of employment, immigration, work authorizationthe Company or any of its Subsidiaries. There are no, and workplace safetysince January 1, 2021, there have not been any Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, in each case, involving allegations of sexual harassment or misconduct by an officer, director or employee of the Company or any of its Subsidiaries. The Company and its Subsidiaries have investigated all material sexual harassment or other material harassment or discrimination allegations with respect to current and former employees of which they are or were aware. (h) Except as set forth on Section 3.12(h) of the Company Disclosure Schedule, or that, individually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, since January 1, 2021, neither the Company nor any of its Subsidiaries has been a party to or to the Knowledge of the Company, threatened with any Proceeding involving any current or former applicant, employee, owner operator, other independent contractor, or other worker of the Company or any of its Subsidiaries, or otherwise relating to any labor or employment matters of the Company. (i) Since January 1, 2021, the payment Company and its Subsidiaries have not engaged in or implemented any “plant closing” or “mass layoff” of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, employees (in each case as defined in the Worker Adjustment and Retraining Notification Act of 1988 and 1988, as amended, or any similar foreign, state and foreign or local Law (collectively “WARN Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment ”)) or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within other actions that triggered notice obligations under any WARN Laws. In the past three six (3) years has provided services to 6)-months, the Company and its Subsidiaries have not carried out any layoffs, furloughs, or hours or pay reductions that would, if continued, constitute an “employment loss” (as defined in any WARN Laws) and that would, together with any “employment loss” (as that term is defined in any WARN Laws) in the past ninety (90) days, constitute a “mass layoff” or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated “plant closing” (as such for all applicable purposes. (eterms are defined in any WARN Laws) and that would require notice under any WARN Laws. The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to do not have merit), the Company has taken prompt corrective action any plans to undertake any “mass layoff” or “plant closing” that would reasonably calculated be expected to prevent further improper action. The Company does not reasonably anticipate material liability with respect to trigger notice obligations under any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disreputeWARN Laws.

Employee and Labor Matters. (ai) The Except as set forth in Schedule 4(p)(i), (A) none of the employees of the Company are represented by a labor union or organization and the Company is notnot party to and does not have any obligation under any collective bargaining agreement or other Contract with such a labor union or organization, and or any obligation to recognize or deal with any labor union or organization, nor has not been it experienced any strike or material grievance, claim of unfair labor practice or other collective bargaining dispute within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”B) with regard to any of the employees of the Company or any of its Subsidiaries (“Employees”). (b) No union, labor organization, works council, or group of employees no union organizational campaign is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledgeknowledge of Seller, threatened, as threatened with respect to current or former Employees or against the employees of the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and no question concerning representation exists respecting such employees, (C) there has not been within the past three (3) years, any, are no pending or, to the Company’s Knowledgeknowledge of Seller, threatened chargestrikes, complaintslowdowns, work stoppages or Proceeding relating lock-outs of any kind by or with respect to payment any employees of wages and hoursthe Company, employment discrimination(D) there are no pending, or other term or condition or, to the knowledge of employmentSeller, threatened, charges against the Company or any of its Subsidiaries with regard to the Employees current or any independent contractors former employee of the Company before the Equal Employment Opportunity Commission or any of its Subsidiaries, before any federal, state, state or local agency, court, or administrative or arbitral tribunal. agency responsible for the prevention of unlawful employment practices and (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iE) the Company and each of its Subsidiaries is and, for has received no written notice during the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment intent of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, any Governmental Entity responsible for the Worker Adjustment and Retraining Notification Act enforcement of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment labor or employment insurance, laws to conduct an investigation of the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and Company. (ii) each individual who is providing or within A true and correct detailed list of all officers, directors and employees of the past three (3) years has provided services to the Company Company, including without limitation names, positions and is or was classified and treated as an independent contractor, leased employee or other non-employee service providerrates of compensation, is and set forth in Schedule 4(p)(ii). The Company has been at all times properly classified each of its respective employees as employees and treated each of its independent contractors as such for all applicable purposes. (eindependent contractors, as applicable. Except as set forth in Schedule 4(n)(i) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit4(p)(ii), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. no obligation under any employment, consulting or similar Contracts, employment policies or retirement or employee benefit plans, arrangements or understandings, written or otherwise, with any officer, director, employee or agent of the Company. (iii) Except as set forth in Schedule 4(p)(iii): (A) The Company does not reasonably anticipate and the operation of its business is and at all times in the past has been in compliance in all material liability respects with respect all provisions of all applicable OSHA Laws. (B) There are no past, pending or, to the knowledge of Seller, threatened claims or Judgments in connection with or under any such allegation OSHA Law against the Company, and, to the Company’s knowledgeknowledge of Seller, there are no such allegations that, if known facts or circumstances which could reasonably be expected to form the public, would bring basis for any liability of the Company under any OSHA Law. (C) The Company has not, either expressly or by operation of Law, assumed or undertaken, or agreed to assume or undertake, responsibility for any liability or obligation of its Subsidiaries into material disreputeany other person, arising under or relating to OSHA Laws, including without limitation any obligation for investigation, corrective or remedial action.

Employee and Labor Matters. (a) The Section 3.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the name of each Service Provider and each such Service Provider’s (i) position or title, (ii) date of hire, (iii) location of employment or services, (iv) if the Service Provider is notfull-time or part-time, (v) if such Service Provider is on a leave of absence, and has not been within the past three nature of any such leave and anticipated date of return, (3vi) yearsif such Service Provider is exempt from overtime Laws or if such Service Provider is an hourly employee, (vii) such Service Provider’s base salary or hourly wage or compensation rate (as applicable), (viii) a description of any employee benefits, including paid time off, applicable to such Service Provider, (ix) a summary of any commission, incentive or other compensation arrangement applicable to such Service Provider, and (x) the amount of severance pay and/or benefits to which such Service Provider would be entitled if his or her employment were involuntarily terminated (other than for cause). (b) Neither the Company nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement, agreement or other labor-related Contract with a union, any works council, or labor organizationcontract, or other employee representative (each, a “Labor Agreement”) with regard to any of the employees and none of the Company or any of its Subsidiaries (“Employees”). (b) is currently engaged in any negotiation with any labor union, labor organization, works council or other employee organization. No labor union, labor organization, works council, or group of employees is presently serving as of the Company or any of its Subsidiaries has made a collective bargaining agent pending demand for recognition or otherwise representing any Employeecertification. There are nono 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. Neither the Company nor any Subsidiary has engaged in any unfair labor practice with respect to any Service Providers, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, is no material unfair labor practice charges, complaint or material labor grievances or arbitrations, grievance or other labor disputesmaterial administrative or judicial complaint, action or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, investigation pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, in writing against the Company or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with regard respect to Service Providers. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Employees Company’s Knowledge, threatened against or affecting the Company or any independent contractors of its Subsidiaries, and no such strike, dispute, lockout, slowdown or stoppage has occurred within the past three (3) years, in any event which could reasonably be expected to materially interfere with the respective business activities of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased . No employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability transferred into employment with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into by means of a “relevant transfer” as defined in the UK Transfer of Undertakings (Protection of Employment) Regulations 2006. (c) The Company and its Subsidiaries are and have been in material disreputecompliance with all applicable Laws respecting employment and employment practices including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, child labor, immigration and work authorizations, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations and unemployment insurance. Notwithstanding the generality of the foregoing, each of the Company and each Subsidiary has properly classified each of their respective Service Providers as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes and has properly reported all compensation paid to such Service Providers for all purposes. (d) To the Company’s Knowledge, no Service Provider is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the right of any such Service Provider to be employed by the Company or its Subsidiaries or (ii) to the knowledge or use of trade secrets or proprietary information, except as could not reasonably be expected to be material to the Company or any of its Subsidiaries.

Employee and Labor Matters. (a) The Except as set forth on Section 5.18(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is not, and has not been within the past three (3) years, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or other labor-related Contract contract or agreement with a unionany labor organization or other representative of any Company Service Providers. To the Company’s knowledge, works councilas of the date hereof there is no labor union organizing activity being conducted with respect to any material segment of the Company Service Providers, labor organizationno petition or proceeding seeking union authorization has been filed, and no such activity, proceeding, or other employee representative petition has been conducted or filed within the past three years. (eachb) There is no labor strike, a “Labor Agreement”) with regard slowdown or work stoppage pending or, to any of the employees of Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries or any Company Service Provider (“Employees”). (b) No union, and neither the Company nor any Subsidiary has experienced any such labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been controversy within the past three (3) years), any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, except for such actions and events as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within . (c) All Company Service Providers are located in the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal.United States (d) Except as has not had or would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, are in compliance with all federalApplicable Laws relating to employment, state, provincial and local Laws respecting employment and employment practices, terms labor relations, payments of wages, and conditions termination of employment, immigrationincluding but not limited to laws prohibiting employment discrimination or retaliation, hours of work authorization, and workplace safety, the payment of wages or salaries overtime wages, classification of employees as exempt or other compensationnon-exempt from overtime pay requirements, background checks, wage notices or statements, meals the provision of meal and rest breaks, hoursclassification of individuals as non-employee contractors or consultants, overtimehealth and safety and with the provisions of any collective bargaining agreement. (e) The entry into this Agreement by the Company or the consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any labor union, benefitsworks council or other labor organization to any information, consent, bargaining or other rights with respect to the transactions contemplated by this Agreement. The Company and each of its Subsidiaries has complied in all material respects with its respective obligations under Applicable Law or any agreement with any labor union or other employee representative body to bargain with, inform, consult with and/or obtain consent from any such entity during the past two years. (f) The Company and each of its Subsidiaries is, and has been since December 31, 2013, in material compliance with the United States Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any similar state or comparable applicable foreign, state, or local law pertaining to facility closings and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security mass layoffs and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to no material liabilities thereunder. Neither the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or nor any of its Subsidiaries into material disreputehas engaged in any plant closings or mass layoffs (as defined in WARN) or similar actions under applicable foreign, state or local law, nor has any such action or program been announced or planned for the future.

Employee and Labor Matters. (a) The Neither the Company nor any of its Subsidiaries is not, and has not been within the past three (3) years, a party to to, or bound by, any collective bargaining agreement or other labor-related Contract or understanding with a union, works council, labor union or labor organization, or other employee representative (each, a “Labor Agreement”) with regard to any of the employees of . Neither the Company or nor any of its Subsidiaries is experiencing (“Employees”). i) a strike or work stoppage or (bii) No union, labor organization, works council, or group of employees is presently serving except as a collective bargaining agent for or otherwise representing any Employee. There are no, does not have and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, a dispute with any labor union, labor organization or other employee group. To the Knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or overtly threatened. (b) The Company and each of its Subsidiaries are currently in material compliance with all applicable Laws relating to the employment of labor, including, without limitation, those related to equal employment opportunity, discrimination, harassment, affirmative action, employee safety and health, workers’ compensation, employee leaves of absence, plant closings and layoffs, wages, hours, worker classification and collective bargaining. (c) There is nono claim with respect to payment of wages, and there has not been within the past three (3) yearssalary or overtime pay or any other labor, any, employment or workplace practice that is now pending or, to the Knowledge of the Company’s Knowledge, threatened charge, complaint, before any Governmental Authority with respect to any persons currently or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors of formerly employed by the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has except for such claims which do not had or have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) . Each of the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions provisions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign applicable immigration Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services including provisions relating to the completion and retention of Form I-9, with such exceptions as do not have and would not have, individually or in the aggregate, a Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposesMaterial Adverse Effect. (ed) The Company has made available to Parent complete and its accurate copies of all employment or supervisory manuals and employment or supervisory policies. The Company and the Company Subsidiaries do not have (iany agreements with employees regarding compensation of any nature, severance payments or retirement benefits, except as reflected in the items listed in Sections 3.10(a) reasonably investigated all sexual harassmentand 3.16(d) of the Company Disclosure Schedule. Except as set forth in Section 3.16(d) of the Company Disclosure Schedule, there are no material consulting, independent contractor or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents similar agreements of any kind between the Company or its Subsidiaries that have been reported to the Company and any consultants or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring independent contractors providing for payments by the Company or any of its Subsidiaries into material disreputein excess of $100,000 per year which are not terminable by the Company on 30 days’ notice without penalty.

Employee and Labor Matters. (a) The Except as set forth on Schedule 4.10(a): (i) neither the Company nor any of its Subsidiaries is not, and has not been within the past three (3) years, a party to any collective bargaining agreement applicable to persons employed by it; (ii) since January 31, 2010 there are and have been no strikes, slowdowns, work stoppages or other labor-related Contract lockouts, by or with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard respect to any of the employees of the any Company or any of its Subsidiaries (“Employees”). (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution operation of this Agreement or the transactions contemplated by this Agreement.Business; (ciii) Except as has not had since January 31, 2010, neither the Company nor its Subsidiaries have agreed to recognize any union or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is noother collective bargaining representative, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, no union or other term or condition collective bargaining representative has been certified as the exclusive bargaining representative of employment, against the Company or any of its Subsidiaries with regard to the Employees or employees of any independent contractors of the Company or any of its Subsidiaries; (iv) to the Knowledge of the Company, before since January 1, 2010, there has not been any federalactivity or proceeding of any labor organization (or representative thereof) or employee group to organize employees of any of the Company or any of its Subsidiaries; and (v) the Company and its Subsidiaries are in compliance in all material respects with all Laws relating to the employment of labor, stateincluding those related to wages, or local agency, court, or administrative or arbitral tribunalhours and discrimination. (db) Except as has not had set forth on Schedule 4.10(b) or which would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, (i) reasonably be expected to adversely affect the Company and each of its Subsidiaries in any material respect, there is andnot presently pending any grievance proceeding, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages arbitration or salaries judicial proceeding against or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of affecting the Company or its Subsidiaries that have been reported to the Company or any of its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring nor is the Company or any of its Subsidiaries into material disreputebound by any consent decree with any Governmental Entity, arising out of the employment of labor.

Employee and Labor Matters. (a) The Neither the Company nor any of its Subsidiaries is nota party to, or otherwise bound by, any collective bargaining agreement or other Contract with a Union. No employee of the Company or any of its Subsidiaries is represented by a Union. To the Knowledge of the Company, there are no Union organizing activities or demands of any Union for recognition or certification pending or threatened against the Company or any of its Subsidiaries, and has not there have been within no such activities or demands for the past three (3) years, a party to any collective bargaining agreement . No petition has been filed or other labor-related Contract with a union, works council, labor organization, proceedings instituted by an employee or other employee representative (each, a “Labor Agreement”) with regard to any group of the employees of the Company or any of its Subsidiaries (“Employees”). (b) No union, with any labor organization, works council, or group relations board seeking recognition of employees is presently serving as a collective bargaining agent for or otherwise representing any Employeerepresentative. There are nois not presently, and there has not been within for the past three (3) yearsyears there has not been, anyany collective labor strike, strikesdispute, work stoppageslockout, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances slowdown or arbitrations, or other labor disputes, or organizing activities, stoppage pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against Knowledge of the Company. The , threatened against or affecting the Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this AgreementSubsidiary. (cb) Except as The Company and its Subsidiaries are and have been in compliance with all applicable Laws respecting employment and employment practices including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wage payment, wages and hours, classification of employees and independent contractors, child labor, immigration and work authorizations, employment discrimination, harassment and retaliation, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations and unemployment insurance, except for noncompliance as, individually or in the aggregate, has not had or and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within . (c) To the past three (3) years, any, pending or, to Knowledge of the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discriminationno current executive, or other term key employee has given notice of termination of employment or condition of employment, against otherwise disclosed plans to terminate employment with the Company or any of its Subsidiaries with regard to the Employees or any independent contractors of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three twelve (312) years has provided services to month period following the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposesdate hereof. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disrepute.

Employee and Labor Matters. (a) The Neither the Company nor any of its subsidiaries is not, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract Collective Bargaining Agreement and, to the Knowledge of the Company, no Collective Bargaining Agreement is being negotiated with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard respect to any employee of the Company or any of its subsidiaries. Since April 30, 2014, no labor organization or group of the employees of the Company or any of its Subsidiaries (“Employees”)subsidiaries has made a demand for recognition or certification, and there are no recognition or certification proceedings or petitions seeking a representation pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any similar Governmental Entity. (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to haveas, individually or in the aggregate, a would not be material to the Company Material Adverse Effectand its subsidiaries, there is nosince April 30, 2014, the Company and its subsidiaries (i) have not experienced, and, to the Knowledge of the Company, there has not been within the past three threatened, any union organization attempts, strikes, work stoppages, slowdowns, lockouts or other material labor disputes and (3ii) years, any, have not engaged in any unfair labor practices. There is no material employment-related Proceeding pending or, to the Knowledge of the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries subsidiaries involving any Participant or dependent thereof. (c) The Company and its subsidiaries are not and, since April 30, 2014, have not been engaged or involved in any material employment-related Proceeding (whether arising under Contract, under common law or statute or in equity) with regard any Participant or any dependent thereof and, to the Employees or any independent contractors Knowledge of the Company, no such Proceeding is threatened against the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunalsubsidiaries. (d) Except as has not had or would not reasonably be expected to haveas, individually or in the aggregate, would not be material to the Company and its subsidiaries (taken as a Company Material Adverse Effectwhole), (i) since April 30, 2014, the Company and each of its Subsidiaries is and, for the past three (3) years has been, subsidiaries have been in compliance with all federalapplicable Laws relating to labor relations, state, provincial and local Laws respecting employment and employment practicespractices and standards, including termination of employment, terms and conditions of employment, wages, hours of work, occupational safety, health standards, immigration, visas, work authorizationstatus, pay equity and workplace safety, the payment of wages or salaries or other workers compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) as of the date of this Agreement, there are no Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its subsidiaries alleging violations of any such Laws, (iii) each individual person who is providing classified by the Company or within the past three any of its subsidiaries as an independent contractor is properly so classified under all such Laws and (3iv) years has provided services to since April 30, 2014, the Company and its subsidiaries have not received any written or oral communication of the intent of any Governmental Entity responsible for the enforcement of such Laws to conduct an investigation of or affecting the Company or any of its subsidiaries, and no such investigation is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposesin progress. (e) The Company has made available to Parent a complete and its Subsidiaries have (i) reasonably investigated all sexual harassmentcorrect list, or other harassmentas of the date of this Agreement, discrimination or retaliation allegations against of each current or former officers, directors, partners, employees, contractors or agents employee of the Company or its Subsidiaries that have been reported subsidiaries who currently devotes his or her full-time efforts to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party providing services to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disreputesubsidiaries (together, the “Service Providers”), including, as applicable, each Service Provider’s current (i) job title, (ii) years of service with the Company, (iii) base salary or current wages, (iv) incentive compensation opportunities, (v) work locations, (vi) whether active or inactive, including the basis of inactive status and expected date of return and (vii) entity to whom such Service Provider provides services, except in each case to the extent that the Company or its subsidiaries is prohibited under applicable Law from making such information available (the “Employee Roster”); provided that, for purposes of the Employee Roster provided as of the date of this Agreement, Service Providers shall not include any current employee of the Company or its subsidiaries who devotes his or her full-time services to a third-party through a secondment or similar arrangement between the Company or one of its subsidiaries and such third-party (such employees, “Seconded Employees”).

Employee and Labor Matters. (a) The Company Set forth on Schedule 5.14(a)(i) is nota true and complete list dated as of January 31, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard to any 2009 of the all employees of the Company or any of Seller and its Subsidiaries (“Employees”)listing the title or position held, base salary or wage rate and any bonuses, commissions, profit sharing, the Seller’s and its Subsidiaries’ vehicles, club memberships or other compensation or perquisites payable, all employee benefits received by such employees and any other material terms of any written or oral agreement with the Seller or its Subsidiaries. Set forth on Schedule 5.14(a)(ii) is a detailed description of all health, dental, life and disability insurance plans of the Seller and its Subsidiaries and a description of the cost per employee under each such plan for individual coverage as well as for coverage of such employee’s dependents. (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to haveset forth on Schedule 5.14(b), individually or in neither the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of Seller nor its Subsidiaries is anda party to or bound by any written employment agreements or commitments, for the past three (3) years has been, other than on an at-will basis. The Seller and its Subsidiaries are in compliance with all federal, state, provincial and local Laws applicable Legal Requirements respecting the employment and employment practices, terms and conditions of employmentemployment and wages and hours of its employees and are not engaged in any unfair labor practice. All employees of the Seller and its Subsidiaries who work in the United States are lawfully authorized to work in the United States according to federal immigration laws. There is no labor strike or labor disturbance pending or, immigrationto the Knowledge of the Seller or its Subsidiaries, threatened against the Seller or its Subsidiaries with respect to the Business and, during the past three years, neither the Seller nor any Subsidiary has experienced a work authorizationstoppage. (c) Except as set forth on Schedule 5.14(c), and workplace safety, (i) neither the payment Seller nor its Subsidiaries is a party to or bound by the terms of wages or salaries any collective bargaining agreement or other compensationunion contract applicable to any employee of the Seller or its Subsidiaries and no such agreement or contract has been requested by any employee or group of employees of the Seller or any Subsidiary, background checksnor has there been any discussion with respect thereto by management of the Seller or its Subsidiaries with any employees of the Seller or its Subsidiaries, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who neither the Seller nor any Subsidiary is providing aware of any union organizing activities or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassmentproceedings involving, or other harassmentany pending petitions for recognition of, discrimination a labor union or retaliation allegations against current association as the exclusive bargaining agent for, or former officerswhere the purpose is to organize, directors, partners, employees, contractors any group or agents groups of employees of the Company or its Subsidiaries that have been reported to the Company Seller or its Subsidiaries, or that are otherwise within the Company’s Knowledge(iii) there is not currently pending, in the past three (3) years, and (ii) in the past three (3) years not been party with regard to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disreputefacilities, any proceeding before the National Labor Relations Board, wherein any labor organization is seeking representation of any employees of the Seller or its Subsidiaries.

Employee and Labor Matters. (a) The Company is notand its Subsidiaries have complied with all applicable laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of taxes, and has not been within the past three (3) yearscontinuation coverage with respect to group health plans, a party except for any failures to any collective bargaining agreement or other labor-related Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard to any of the employees of the Company or any of its Subsidiaries (“Employees”). (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or comply that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in material liability to the Company. (b) Neither the Company nor any of its Subsidiaries has been a Company Material Adverse Effectparty to or subject to, there or is nocurrently negotiating in connection with entering into, any collective bargaining agreement or other labor agreement with any union or labor organization, and there has not been within any activity or proceeding of any labor organization or employee group to organize any of those employees. Furthermore, except as would not, individually or in the past three aggregate, be material, (3i) yearsthere are no unfair labor practice charges or complaints against Company or any of its subsidiaries pending before the National Labor Relations Board or any foreign equivalent; (ii) there are no labor strikes, any, slowdowns or stoppages actually pending or, or threatened against or affecting the Company or any of its Subsidiaries; (iii) there are no representation claims or petitions pending before the National Labor Relations Board or any foreign equivalent and there are no questions concerning representation with respect to the Company’s Knowledge, threatened charge, complaint, employees of the Company or Proceeding relating to payment of wages its Subsidiaries; and hours, employment discrimination, (iv) there are no grievance or other term or condition of employment, pending arbitration proceedings against the Company or any of its Subsidiaries with regard to that arose out of or under any collection bargaining agreement. (c) Neither the Employees Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any independent contractors site of employment or facility of the Company or any of its Subsidiaries; (ii) a “mass layoff” (as defined in the WARN Act); or (iii) any other transaction, before layoff, reduction in force or employment terminations that is sufficient in number to trigger application of any federalsimilar foreign, state, state or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or law that could result in the aggregate, a Company Material Adverse Effect, (i) material liability of the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disreputeas a whole.

Employee and Labor Matters. (a) The Except as set forth on Schedule 4.10(a): (i) neither the Company nor any of its Subsidiaries is not, and has not been within the past three (3) years, a party to or bound by any collective bargaining agreement or other labor-related Contract with a unionsimilar labor agreement applicable to persons employed by it, works council, labor organization, or other employee representative (each, a “Labor Agreement”) with regard and to any the Knowledge of the employees Company, no employee of the Company or any of its Subsidiaries (“Employees”).is represented with respect to the Company by any union or other collective bargaining agent; (bii) No unionsince December 31, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There 2011 there are no, and there has not have been within the past three (3) years, any, no strikes, slowdowns, picketing, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances stoppages or arbitrations, lockouts by or other labor disputes, or organizing activities, pending or, with respect to any of the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into employees of any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries in connection with regard the operation of the Business, and no such labor activities are pending or, to the Employees Knowledge of the Company, threatened; (iii) since December 31, 2011, neither the Company nor its Subsidiaries have agreed to recognize any union or other collective bargaining representative, and no union or other collective bargaining representative has been certified as the exclusive bargaining representative of any independent contractors of the employees of any of the Company or any of its Subsidiaries; and (iv) to the Knowledge of the Company, before there is no activity or proceeding of any federal, state, labor organization (or local agency, court, representative thereof) or administrative employee group to organize employees of any of the Company or arbitral tribunalany of its Subsidiaries. (db) Except as has not had set forth on Schedule 4.10(b) or which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, : (i) there is not presently pending any written unfair labor practice charge or complaint, or any grievance proceeding, arbitration or judicial proceeding against or affecting the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries bound by any consent decree with any Governmental Entity, arising out of the employment of labor, and, to the Knowledge of the Company, none has been threatened; (ii) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local applicable Laws respecting regarding employment and employment practices, terms and conditions of employmentemployment and wages and hours, workers’ compensation, worker safety, civil rights, discrimination, immigration, work authorizationcollective bargaining, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign LawsNxxxxxxxxxxx Xxx, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment 00 X.X.X. §0000 et seq. or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensationregulations promulgated thereunder, and occupational safetythe National Labor Relations Act; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes.and (eiii) The Company and its Subsidiaries since December 31, 2011, there have (i) reasonably investigated all sexual been no claims of harassment, discrimination, retaliatory act or other harassmentsimilar actions against any employee, discrimination officer or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents director of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disreputeand, to the Knowledge of the Company, there have been no threats of such claims or actions.

Employee and Labor Matters. (a) The No Group Company is notparty to, and has not been within the past three (3) yearsor bound by, a party to any collective bargaining agreement or other labor-related Contract with a union, works council, labor organization, trade or other employee representative labor union, employees’ association or similar organization representing any of its employees (eachcollectively, a “Labor AgreementAgreements”), nor is any such Labor Agreement presently being negotiated. There is no duty on the part of any Group Company to bargain with any labor organization or representative, and there are no labor organizations representing, purporting to represent or, to the Knowledge of Seller, seeking to represent any employees of any Group Company. Since January 1, 2021, no Group Company has received any correspondence, charges, complaints, notices or orders from the National Labor Relations Board or any state labor relations agency or any labor organization, and there are no arbitration opinions interpreting and enforcing any Labor Agreement to which any Group Company is a party, or by which any Group Company is bound. The Group Companies are not and, since January 1, 2021, have not been engaged in any unfair labor practice of any nature. The Group Companies have not had any strike, slowdown, work stoppage, boycott, picketing, lockout, job action, labor dispute or threat of any of the foregoing, or union organizing activity (of unrepresented employees) or question concerning representation, by or with regard respect to any of the employees Company Employees of the Company Group Companies. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such strike, slowdown, work stoppage, boycott, picketing, lockout, job action, labor dispute, union organizing activity (of unrepresented employees), question concerning representation, or any of its Subsidiaries (“Employees”)similar activity or dispute. (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or otherwise would not reasonably be expected to haveexpected, individually or in the aggregate, have a Company Material Adverse Effect, there each Group Company is noin compliance with all applicable Laws respecting, labor, employment, workers’ compensation, occupational safety and there has not been within the past three (3) yearshealth requirements, anyplant closings, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, worker classification (including the proper classification of workers as independent contractors and consultants, and employees as exempt or non-exempt), withholding of taxes, employment discrimination, harassment, retaliation, disability rights or other term or condition benefits, disability accommodations, equal opportunity, labor relations, immigration and Form I-9 matters, employee leave issues, unemployment insurance, terms and conditions of employment, against the WARN Act (or similar state Law), and related employment practices and matters. No Group Company has incurred or is reasonably expected to incur any material Liability for any arrears of wages, compensation, taxes, penalties or other sums for failure to comply with any of its Subsidiaries with regard the foregoing. No Group Company is delinquent in payments to the Employees or any current and former Company Employees, independent contractors of the Company or any of its Subsidiariescontractors, before any federaland consultants for wages, statesalaries, commissions, bonuses, benefits, or local agency, court, or administrative or arbitral tribunal. (d) other compensation. Except as has not had or would not reasonably be expected to haveexpected, individually or in the aggregate, to result in material Liability for any Group Company, the Group Companies have never had any temporary or leased employees that were not treated and accounted for in all respects as employees of the Group Companies. Within the last five (5) years, no Group Company has ever taken any action that required, or could have reasonably been expected to require, advance notice under the WARN Act. (c) Each Group Company has provided true, correct and complete copies of each of the following: (i) all current forms of offer letters, (ii) all current forms of employment, severance, retention, or change of control agreements, (iii) all current forms of independent contractor agreements for individual independent contractors or consultants, (iv) all current forms of confidentiality, non-competition or inventions agreements used with Company Employees, (v) the most current management organization chart(s), (vi) all current forms of bonus plans and any form award agreement thereunder, and a schedule of bonus commitments made to Company Material Adverse EffectEmployees, (vii) any commission plan or other incentive compensative agreement, and a schedule of the actual or estimated commission payments owed but unpaid to each eligible Company Employee, and (viii) any such document in clauses (i) through (vii) that deviate materially from the current form document. (d) Each Group Company has made available a list, true, correct and complete as of the date of this Agreement, identifying all current officers and Company Employees of such Group Company, and showing each such individual’s name, employing entity, position, status as exempt/non-exempt, city/country of employment, date of hire, notice period for termination, as applicable, and the terms of said notice period, any leave of absence status, annual remuneration, commission, and bonus, or other incentive compensation opportunities for the current fiscal year and the most recently completed fiscal year. Each Group Company has provided a list, true, correct and complete as of the date of this Agreement, identifying all of its current independent contractors or consultants, advisory board members, and Persons who perform services for any Group Company under a leasing, contract worker, or similar arrangement with a third-party employer, for each, (i) the Company and each of its Subsidiaries is andsuch individual’s engaging entity, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing such individual’s compensation, (iii) such individual’s dates of engagement, (iv) whether such engagement has been terminated by written notice by either party thereto and (v) the notice or within the past three (3) years has provided services termination provisions applicable to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as services provided by such for all applicable purposesindividual. (e) To the Knowledge of Seller, no Company Employee is in violation of any term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer or other entity relating to the right of any such Person to be employed by or perform services to the Group Companies. The Group Companies have correctly classified all Company Employees pursuant to applicable Law (including the proper classification of workers as independent contractors and its Subsidiaries consultants, and employees as exempt or non-exempt), and there is no pending, or to the Knowledge of Seller, threatened Action before any Governmental Entity or would reasonably be expected to result in any material Liability with respect to the classification of the Company Employees. (f) Except as set forth on Section 3.18(f) of the Company Disclosure Letter, the employment of each Company Employee is “at will” and the Group Companies have no obligation to provide any particular form or period of notice or severance prior to terminating the employment of any Company Employee. (g) Since January 1, 2021, (i) reasonably investigated all no allegations of sexual harassment, sexual misconduct, or other harassment, unlawful discrimination or retaliation allegations against retaliation, have been made involving any current or former officersdirector, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiariesofficer, or that are otherwise within employee at the Company’s Knowledge, in the past three (3) yearslevel of Vice President or above, and (ii) in the past three (3) years Group Companies have not been party to entered into any non-disclosure agreement or settlement agreements in respect related to allegations of sexual harassment, sexual misconduct, or unlawful discrimination or retaliation by any such matters. With respect to each such allegation (except those current or former director, officer, or employee at the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company level of Vice President or any of its Subsidiaries into material disreputeabove.

Employee and Labor Matters. (a) The Neither the Company nor any of the Company Subsidiaries is not, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract contract with a union, works council, or commitment to any labor organization, union or other association representing any employee representative (each, a “Labor Agreement”) with regard to of the Company or any of the Company Subsidiaries, nor does any labor union or collective bargaining agent represent any employees of the Company or any of its the Company Subsidiaries. No such agreement, contract or other commitment has been requested by, or is under discussion by management of the Company or any of the Company Subsidiaries (“Employees”)or any management group or association of which the Company or any of the Company Subsidiaries is a member or otherwise a participant) with, any group of employees or others, nor are there any other current activities known to the Company, any of the Company Subsidiaries or any of Sellers to organize any employees of the Company or any of the Company Subsidiaries into a collective bargaining unit. The Company and each of the Company Subsidiaries are up to date and has maintained appropriate records in respect of their respective salary payment obligations and obligations concerning accrual of vacation time. There is, and during the past three years there has been, no labor strike, dispute, slow-down or work stoppage pending or, to the knowledge of Sellers, the Company and the Company Subsidiaries, threatened against the Company or any of the Company Subsidiaries. There are no pending or, to the knowledge of Sellers, the Company and the Company Subsidiaries, threatened Actions against the Company or any of the Company Subsidiaries or any current or former employee, officer or director of the Company or any of the Company Subsidiaries before any Governmental Entity responsible for the prevention of unlawful employment practices. (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Group Company has no legal engaged in any agreement, arrangement or contractual requirement to provide notice scheme or information to, bargain with, enter into any consultation procedure with, artificially reduced payroll or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreementsimilar Taxes. (c) Except as has not had or would not reasonably be expected to have, individually or All non-Russian employees of any Group Company working in the aggregate, a Company Material Adverse Effect, there is no, Russian Federation have valid work permits and there has not been within the past three registered visas (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against sponsored by the Company or any of its Subsidiaries a Company Subsidiary) and are duly authorized for employment in the Russian Federation in accordance with regard to the Employees or any independent contractors Laws of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunalRussian Federation. (d) Except as has not had or would not reasonably be expected to have, individually or All employees of each Group Company are duly registered in accordance with the aggregate, a Company Material Adverse Effect, requirements of applicable Law (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the extent that the relevant Group Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as obligated to verify such for all applicable purposesregistration). (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disrepute.

Employee and Labor Matters. (a) The Section 3.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the name of each Service Provider and each such Service Provider's (i) position or title, (ii) date of hire, (iii) location of employment or services, (iv) if the Service Provider is notfull-time or part-time, (v) if such Service Provider is on a leave of absence, and has not been within the past three nature of any such leave and anticipated date of return, (3vi) yearsif such Service Provider is exempt from overtime Laws or if such Service Provider is an hourly employee, (vii) such Service Provider's base salary or hourly wage or compensation rate (as applicable), (viii) a list of the health and welfare benefits in which such Service Provider participates, (ix) a summary of any commission, incentive or other compensation arrangement applicable to such Service Provider, and (x) the amount of severance pay and/or benefits to which such Service Provider would be entitled if his or her employment were involuntarily terminated (other than for cause). (b) Neither the Company nor any of its Subsidiaries is a party to to, or bound by, any collective bargaining agreement, agreement or other labor-related Contract with a union, any works council, or labor organizationcontract, or other employee representative (each, a “Labor Agreement”) with regard to any of the employees and none of the Company or any of its Subsidiaries (“Employees”). (b) is currently engaged in any negotiation with any labor union, labor organization, works council or other employee organization. No labor union, labor organization, works council, or group of employees is presently serving as of the Company or any of its Subsidiaries has made a collective bargaining agent pending demand for recognition or otherwise representing any Employeecertification. There are nono representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. For the past three (3) years, neither the Company nor any Subsidiary has engaged in any unfair labor practice with respect to any Service Providers, and there is no material unfair labor practice complaint or material grievance or other material administrative or judicial complaint, action or investigation pending or, to the Company's Knowledge, threatened in writing against the Company or any of its Subsidiaries by the National Labor Relations Board or any other Governmental Entity with respect to Service Providers. There is no labor strike, dispute, lockout, slowdown or stoppage pending or, to the Company's Knowledge, threatened against or affecting the Company or any of its Subsidiaries, and no such strike, dispute, lockout, slowdown or stoppage has not been occurred within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into in any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not event which could reasonably be expected to have, individually or in materially interfere with the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors respective business activities of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (dc) Except as has not had or would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect, (i) material liability to the Company and each of its Subsidiaries, taken as a whole, the Company and its Subsidiaries is and, are and have for the past three (3) years has been, been in compliance with all federal, state, provincial and local applicable Laws respecting employment and employment practicespractices including, without limitation, all Laws respecting terms and conditions of employment, immigration, work authorization, health and workplace safety, the payment of wage payment, wages and hours, child labor, immigration and work authorizations, employment discrimination, disability rights or salaries or other benefits, equal opportunity, plant closures and layoffs, affirmative action, workers' compensation, background checkslabor relations, wage notices social welfare obligations and unemployment insurance. Notwithstanding the generality of the foregoing, each of the Company and each Subsidiary has properly classified each of their respective Service Providers as "employees" or statements"independent contractors" and as "exempt" or "non-exempt" for all purposes and has properly reported all compensation paid to such Service Providers for all purposes, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services except as would not be reasonably be expected to result in a material liability to the Company and is or was classified and treated its Subsidiaries, taken as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposesa whole. (ed) The Company and its Subsidiaries have To the Company's Knowledge, no Service Provider is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents to the right of any such Service Provider to be employed by the Company or its Subsidiaries that have been reported or (ii) to the knowledge or use of trade secrets or proprietary information, except in each case as has not had and could not reasonably be expected to be material to the Company or and its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disreputeas a whole.

Employee and Labor Matters. (a) The Neither the Companies nor any -------------------------- of the Company Subsidiaries is not, and has not been within the past three (3) years, a party to any collective bargaining agreement or other labor-related Contract with a unionlabor union contract applicable to persons employed by them, works councilno collective bargaining agreement is being negotiated by the Companies or any of the Company Subsidiaries, and none of Seller, the Companies or the Company Subsidiaries knows of any activities or proceedings of any labor organization, or other employee representative (each, a “Labor Agreement”) with regard union to organize any of the employees of the Company or any of its Subsidiaries (“Employees”). (b) No union, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee. There are no, Companies and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances or arbitrations, or other labor disputes, or organizing activities, pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against the Company. The Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors Subsidiaries. As of the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate hereof, (i) the Companies and the Company and each of its Subsidiaries is and, for the past three (3) years has been, are in compliance in all material respects with all federal, state, provincial and local Laws respecting applicable laws relating to employment and employment practices, wages, hours, and terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing there are no material charges with respect to or within the past three (3) years has provided services relating to the Company and is Companies or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents any of the Company Subsidiaries pending before the Equal Employment Opportunity Commission or its Subsidiaries that have been reported to any state, local or foreign agency responsible for the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) yearsprevention of unlawful employment practices, and (iiiii) in there is no labor dispute, strike or work stoppage against the past three (3) years not been party Companies or the Company Subsidiaries, pending or, to any Seller's knowledge, threatened which may interfere with the business activities of the Companies and the Company Subsidiaries taken as a whole, except where such non-disclosure agreement compliance, charge, dispute, strike or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to work stoppage would not have merit), a Material Adverse Effect. As of the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation anddate hereof, to the Company’s knowledgeknowledge of Seller, there are no such allegations that, if known to neither the public, would bring Companies and the Company Subsidiaries nor their respective representatives or employees has committed any unfair labor practices in connection with the operation of the business of the Companies and the Company Subsidiaries, and there is no charge or complaint against the Companies or the Company Subsidiaries, by the National Labor Relations Board or any of its Subsidiaries into material disreputecomparable state agency pending or threatened in writing, except where such unfair labor practice, charge or complaint would not have a Material Adverse Effect.

Employee and Labor Matters. (a) The Except as set forth in Section 3.19(a) of the Company Letter, neither the Company nor any of its Subsidiaries employs or engages, or has at any time employed or engaged, any employees or other Company Service Providers whose primary work location is notin the United States, and nor has not the Company or any Subsidiary thereof extended an offer of employment or service to any such employee or other individual service provider that is outstanding as of the date hereof. Table of Contents (b) Except as set forth in Section 3.19(b) of the Company Letter, neither the Company nor any of its Subsidiaries is or has at any time been within the past three (3) years, a party to bound by any collective bargaining or similar labor agreement or other labor-related Contract with a any labor union, labor organization or works council, labor organization, council with respect to the Company Service Providers. The Company has not installed any works council or other employee representative (eachbody no employee or any other Company Service Provider has at any time requested the establishment of a works council or employee representative body, except that a “Labor Agreement”) with regard works council has been installed for each of InterXion France SAS and InterXion Deutschland GmbH. Except for matters that would not result in or reasonably be expected to any result in material Liability to the Company, there is no labor strike, work stoppage, picketing, lockout, walkout or other organized work interruption pending or, to the knowledge of the employees of Company, threatened against the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries (“Employees”). (b) No unionhas experienced any such organized work interruption since December 31, labor organization, works council, or group of employees is presently serving as a collective bargaining agent for or otherwise representing any Employee2016 and prior to the date hereof. There are nono labor unions, and works councils or other organizations representing or purporting to represent and, to the knowledge of the Company, no union organization campaign is in progress with respect to any Company Service Providers. Except as would not result in or reasonably be expected to result in material Liability to the Company, there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, are no unfair labor practice chargescharges pending before any Governmental Authority, material labor grievances nor any grievances, complaints, claims or arbitrationsjudicial or administrative proceedings, or other labor disputesin each case, or organizing activities, which are pending or, to the Company’s Knowledge, threatened, as to current or former Employees or against knowledge of the Company. The , threatened by or on behalf of any Company has no legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative representing any Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this AgreementService Providers. (c) Except The Company and each of its Subsidiaries is in compliance with all applicable Laws, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters, except as has not had or would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company and each of its Subsidiaries has paid in full to each Company Service Provider or adequately accrued in accordance with IFRS all wages, there is nosalaries, commissions, bonuses and there has other compensation due to or on behalf of such Company Service Provider, except as would not been within the past three (3) years, any, pending or, result in or reasonably be expected to result in material Liability to the Company’s Knowledge. The Company and each of its Subsidiaries has properly classified each Company Service Provider as either an employee or independent contractor for all purposes and has made all appropriate filings in connection with services provided by, threatened chargeand compensation paid to, complaintsuch Company Service Provider, except as would not result in or Proceeding relating reasonably be expected to payment result in material Liability to the Company. (e) As of wages and hoursthe date hereof, employment discriminationexcept as disclosed in any Company SEC Documents, or other term or condition no member of employment, against Senior Management has informed the Company or any of its Subsidiaries with regard (in writing or, to the Employees knowledge of the Company, orally) of any plan to terminate employment with or any independent contractors of services for the Company or any of its Subsidiaries, before any federal, state, or local agency, court, or administrative or arbitral tribunal. (d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries is and, for the past three (3) years has been, in compliance with all federal, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries or other compensation, background checks, wage notices or statements, meals and rest breaks, hours, overtime, benefits, the Worker Adjustment and Retraining Notification Act of 1988 and similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the knowledge of the Company’s knowledge, there are no such allegations thatPerson or Persons has any plan to terminate employment with or services for the Company or any of its Subsidiaries. (f) The Company has made available to Parent an accurate and complete list of each Company Service Provider who is a member of Senior Management and their hiring entities, if known to the publicsalary, would bring target bonus opportunity and length of service. (g) No Company Service Provider transferred into employment with the Company or any of its Subsidiaries into material disreputein circumstances where, prior to the transfer, such Company Service Provider was a member of a defined benefit plan. (h) Neither the Company nor any of its Subsidiaries has made a loan, advance or other financial assistance to any Company Service Provider or former Company Service Provider that is outstanding. 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Employee and Labor Matters. (a) The (i) None of the Company or any Company Subsidiary is not, and has not been within the past three (3) years, a party to or has any Liability with respect to any collective bargaining agreement or other labor-related Contract with a union, any works council, council or labor organization, union or other employee representative association; (eachii) there is not, a “Labor Agreement”and has not been, any labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (iii) no union organizational campaign is in progress or, to the Knowledge of the Company, threatened with regard respect to any of the employees of the Company or any Company Subsidiary (and no such campaign has occurred) and no question concerning representation of its such employees exists; (iv) neither the Company nor any Company Subsidiary is engaged or has been engaged in any unfair labor practice; (v) there are not and has not been any unfair labor practice charges or complaints against the Company, or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened; (vi) there are not and has not been any pending, or, to the Knowledge of the Company, threatened, charges against the Company or any Company Subsidiary or any of their current or former employees before any agency responsible for the prevention of unlawful employment practices; and (vii) none of the Company and the Company Subsidiaries (“Employees”)has received any communication of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary or any of the Benefit Plans and, to the Knowledge of the Company, no such investigation is in progress. (b) No unionSection 2.18(b) of the Disclosure Schedule sets forth an accurate and complete list that includes the name and address of each employee, labor organizationwhether full-time or part-time, works council, or group of employees is presently serving the Company and the Company Subsidiaries as a collective bargaining agent for or otherwise representing any Employee. There are noof the date hereof, and there has not been within the past three (3) years, any, strikes, work stoppages, walkouts, pickets, lockouts, unfair labor practice charges, material labor grievances contains a list of all officers and other employees of and independent contractors or arbitrations, or other labor disputes, or organizing activities, pending or, consultants to the Company’s KnowledgeCompany and the Company Subsidiaries, threatenedtogether with their current job title or relationship with the Company and the Company Subsidiaries (as applicable), the accumulative term of their employment and the term of current employment contract with the Company and the Company Subsidiaries (as to applicable), an indication of whether such Person has signed a confidentiality agreement or non-compete agreement with the Company and the Company Subsidiaries (as applicable), an indication of whether such Person has signed an agreement that imposes any Liability on the Company upon termination of the agreement; the current annual salary for each Exempt employee, and the hourly rate of pay for each Non-Exempt employee (including bonus opportunity) for each such Person, the primary location of employment, classification under the Fair Labor Standards Act as either “Exempt” or former Employees “Non-Exempt”, visa status, and active or against the Companyinactive status (and if inactive, his or her expected return date). The Company has no legal or contractual requirement and the Company Subsidiaries have complied in all material respects with all applicable Laws relating to provide notice or information tothe employment of labor, bargain withincluding the provisions relating to wages, enter into any consultation procedure withhours, or obtain consent fromcollective bargaining, any labor union, works councilleaves of absence, labor organization dispatching, overtime work and compensation, equal employment opportunity, nondiscrimination, immigration, classification of employees and independent contractors, occupational safety and health, layoffs, plant closings, and the payment of social security/insurance and housing fund and Taxes, and are not liable for any arrears or employee representative representing any Employeeunderpayment of wages, severance pay, overtime payment, labor or trade union fees, social security/insurance and housing fund, benefits or any applicable labor tribunalpenalties for failure to comply with any of the foregoing. Except as set forth on Section 2.18(b) of the Disclosure Schedule, in connection with none of the execution Company or any Company Subsidiary has used the services of this Agreement unpaid volunteers, unpaid interns or the transactions contemplated by this Agreementother unpaid personnel. (c) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no, and there has not been within the past three (3) years, any, pending or, to the Company’s Knowledge, threatened charge, complaint, or Proceeding relating to payment of wages and hours, employment discrimination, or other term or condition of employment, against the Company or any of its Subsidiaries with regard to the Employees or any independent contractors No employee of the Company or any Company Subsidiary is, to the Knowledge of its Subsidiariesthe Company, before a party to or bound by any federal, stateContract, or local agencysubject to any Judgment, court, that may interfere with the use of such Person’s best efforts to promote the interests of the Company and the Company Subsidiaries may conflict with the interests the Company and the Company Subsidiaries or administrative the Transactions or arbitral tribunal. (d) Except as that has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) adversely affect the Company and each or the Company Subsidiaries in any material respect. To the Knowledge of its Subsidiaries is andthe Company, for no activity of any employee of the past three (3) years Company or any Company Subsidiary as or while an employee of the Company or any Company Subsidiary has beencaused a violation of any employment contract, in compliance with all federalconfidentiality agreement, state, provincial and local Laws respecting employment and employment practices, terms and conditions of employment, immigration, work authorization, and workplace safety, the payment of wages or salaries patent disclosure agreement or other compensation, background checks, wage notices Contract to which such employee was a party. There has been no “mass layoff” or statements, meals and rest breaks, hours, overtime, benefits, “plant closing” as defined by the Worker Adjustment and Retraining Notification Act of 1988 and or any similar state and foreign Laws, collective bargaining, workers’ compensation, human rights, French language, pay equity, unemployment or employment insurance, the payment of social security and similar taxes, federal contracting, workers’ compensation, and occupational safety; and (ii) each individual who is providing or within the past three (3) years has provided services applicable Law with respect to the Company and is or was classified and treated as an independent contractor, leased employee or other non-employee service provider, is and has been properly classified and treated as such for all applicable purposes. (e) The Company and its Subsidiaries have (i) reasonably investigated all sexual harassment, or other harassment, discrimination or retaliation allegations against current or former officers, directors, partners, employees, contractors or agents employees of the Company or its Subsidiaries that have been reported to the Company or its Subsidiaries, or that are otherwise within the Company’s Knowledge, in the past three (3) years, and (ii) in the past three (3) years not been party to any non-disclosure agreement or settlement agreements in respect of any such matters. With respect to each such allegation (except those the Company reasonably deemed to not have merit), the Company has taken prompt corrective action reasonably calculated to prevent further improper action. The Company does not reasonably anticipate material liability with respect to any such allegation and, to the Company’s knowledge, there are no such allegations that, if known to the public, would bring the Company or any of its Subsidiaries into material disrepute.