Common use of Employee Relations Clause in Contracts

Employee Relations. (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None To the Knowledge of Seller, the Seller Parties Parties’ relations with their employees with respect to the Business are satisfactory. No Seller Party is a party to, and no Seller Party with respect to the Business is, to the Knowledge of Seller, affected by or threatened with, any labor agreement dispute or controversy with a union or with respect to unionization or collective bargaining. To the Knowledge of Seller, none of the Business Employees are members of a bargaining unit, represented by a trade union or other employee bargaining agent, or are subject to a collective bargaining agreement and there is no organizing drive presently being carried out or that has been carried out since July 1, 2015. (b) Current and complete copies of all employment contracts relating to Business Employees have been delivered or made available to the Buyer. (c) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation relating to the Business, no Seller Party, in respect connection with the operation of the Station or covering Business, has been reassessed in any Employee as of the date hereof material respect under such legislation since July 1, 2015 and, to the Knowledge of the Seller PartiesSeller, there has not been any organizational effort made or threatened by or on behalf no audit of any labor union Seller Party, in connection with respect the operation of the Business, is currently being performed pursuant to any applicable workplace safety and insurance Requirements of Law. There are no claims or potential claims relating to the Employees. (b) Except as disclosed on Schedule 3.13, as operation of the date of this Agreement, no unfair labor practice charge against Business which may materially adversely affect any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the EmployeesParty’s accident cost experience. (d) The Seller Parties All orders and their Affiliates are in material compliance with all currently inspection reports relating to the operation of the Business under applicable Laws respecting terms occupational health and conditions of employment for safety legislation (“OHSA”) have been provided to the EmployeesBuyer. There are no material actions, suits or proceedings pending or, charges relating to the Knowledge operation of the Seller PartiesBusiness pending under OHSA. In connection with the operation of the Business, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has have complied in all material respects with all applicable Laws relating to labor any orders issued under OHSA and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment there are no appeals of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesany orders under OHSA currently outstanding.

Employee Relations. (a) None Except as set forth on Schedule 3.18 of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller PartiesDisclosure Letter hereto, there has not been within the last three (3) years, there is not presently pending or, to Seller’s Knowledge, threatened, and no event has occurred or circumstance exists that Seller believes provides a reasonable basis for any strike, slowdown, picketing, work stoppage, or employee grievance process, or any proceeding against or affecting the Hospital Facilities relating to an alleged violation of any legal requirements pertaining to labor relations, including any charge, complaint, or unfair labor practices claim filed by an employee, union, or other person with the National Labor Relations Board or any comparable governmental body, organizational effort activity, or other labor dispute against or affecting the Hospital Facilities. With respect to the Seller employees, to Seller’s Knowledge, (i) no collective bargaining agreement exists or is currently being negotiated by Seller; (ii) no application for certification of a collective bargaining agent is pending; (iii) no demand has been made or threatened for recognition by or on behalf a labor organization; (iv) no union representation question exists; (v) no union organizing activities are taking place; and (vi) none of the Seller employees is represented by any labor union with respect to the Employeesor organization. (b) Seller has complied in material respects with applicable legal requirements relating to employment; employment practices; terms and conditions of employment; equal employment opportunity; nondiscrimination; immigration; wages; hours; benefits; payment of employment, social security, and similar taxes; occupational safety and health; and plant closing related to the Hospital Facilities, the non-compliance with which would reasonably be expected to result in any material liability. Except as disclosed on set forth in Schedule 3.13, as 3.18(b) of the date Seller Disclosure Letter, Seller is not liable for the payment of this Agreementany compensation, no unfair labor practice charge against damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the Seller Parties or any of its Affiliates foregoing legal requirements. Except as set forth in respect Schedule 3.18(b) of the Station is Seller Disclosure Letter, there are no pending or, to the Knowledge of the Seller PartiesSeller’s Knowledge, threatened claims before the National Labor Relations BoardEqual Employment Opportunity Commission (or comparable state agency), any complaints before the Occupational Safety and Health Administration (or comparable state labor relations board agency), wage and hour claims, unemployment compensation claims, workers’ compensation claims, or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, like related to the Knowledge of the Seller Parties, threatened in respect of the StationHospital Facilities. (c) The Seller Parties has provided to Buyer the personnel records of all of Seller’s employees who provide services at the Hospital Facilities and their Affiliates are in material compliance with all applicable Laws relating the salary or wage records for such employees including records reflecting sick, paid-time-off, vacation leave, and extended illness benefits that is accrued or credited but unused or unpaid. Seller has provided to worker classification Buyer copies of each employment, consulting, independent contractor, bonus, or severance agreement to which Seller is a party and which relates primarily to the operation of the Employees. Hospital Facilities. Seller has not violated the Worker Adjustment and Retraining Notification Act (dthe “WARN Act”) The Seller Parties and their Affiliates are or any similar state or local legal requirements. Except as set forth in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge Schedule 3.18(c) of the Seller PartiesDisclosure Letter, threatened against any to Seller’s Knowledge, no officer, director, agent, employee, consultant, or independent contractor of the Seller Parties or their Affiliates is bound by any Employee. Each contract that purports to limit the ability of the Seller Parties and their Affiliates has complied such officer, director, agent, employee, consultant, or independent contractor to engage in all material respects with all applicable Laws or continue or perform any conduct, activity, duties or practice relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment the business of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current LiabilitiesSeller.

Employee Relations. (a) None Except as set forth on the attached Schedule 5.10, there are no written or oral collective bargaining agreements or other employment agreements or understandings with or affecting any of the Seller’s Employees, and Seller Parties is not a party to any labor agreement written or collective bargaining agreement oral independent contractor agreement. Seller has provided Purchaser with true and complete copies of all written agreements with or affecting any of Seller’s Employees. Hours worked by, and payments made to, all of Seller Employees have been in respect compliance with the Fair Labor Standards Act and other applicable federal, state and local laws. All payments due from Seller on account of the Station any of Seller’s Employees’ work, health, welfare or covering other insurance, under any Employee agreement, whether oral or written, will have been paid as of the date hereof andClosing Date, except for such obligations that are expressly assumed by Purchaser in Article 8. Except as set forth on the attached Schedule 5.10, (a) to the Knowledge of the Seller PartiesSeller, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, is no unfair labor practice charge against any of or complaint concerning the Seller Parties Business or any of its Affiliates in respect of the Station is Seller’s Employees pending or, before any governmental agency; (b) to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this AgreementSeller, there is no labor strike or material slowdown, work stoppage, lockout or other collective labor action pending or threatened against or affecting the Business; (c) Seller has not experienced any strike or material slowdown, work stoppage, lockout or other collective labor dispute pending or, action in connection with the Business; (d) to the Knowledge of Seller, there is no representation claim or petition concerning the Seller Parties, Business or any of Seller’s Employees pending or threatened in respect of the Station. before any governmental agency; (ce) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of Seller, there are no charges with respect to or relating to the Business pending or threatened before the Equal Employment Opportunity Commission or any agency responsible for the prevention of unlawful employment practices; (f) Seller Parties, threatened against has not received formal notice from any governmental agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties Business and their Affiliates has complied no such investigation is currently in all material respects with all applicable Laws relating to labor progress; and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except (g) to the extent such amounts are included in the Current LiabilitiesKnowledge of Seller, no member of Seller’s management and no group of Seller’s Employees has any plans to terminate employment with Seller prior to Closing or to refuse employment with Purchaser after Closing.

Employee Relations. Neither First Security nor any of the First Security Subsidiaries (a) None of the Seller Parties is a party to, or negotiating, and have any obligations under, any collective bargaining or similar agreement, with any party relating to the compensation or working condi-tions of any employees of First Security or the First Security Subsidiaries; (b) is obligated under any agreement to recognize or bargain with any labor agreement organization or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or union on behalf of their employees; or (c) has been charged or, to First Security’s knowledge, threatened with a charge of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against prac-txxx. There are no existing or, to First Security’s knowledge, threatened labor strikes, slow-downs, disputes, grievances or disturbances affect-ing or which might affect operations at any facil-ity of First Security or any of the Seller Parties First Security Subsidiaries. No work stoppage against First Security or any of the First Security Subsidiaries or its Affiliates in respect of the Station business is pending or, to the Knowledge First Security’s knowledge, threatened, and no such work stoppage has ever occurred. Neither First Security nor any of the Seller PartiesFirst Security Subsidiaries has committed any act or failed to take any required action with respect to any of its employees which has resulted or which may result in a material violation of ERISA, threatened before or similar legisla-tion as it affects any employee benefit or welfare plan of First Security or the First Security Subsidiaries; the Immigration Reform and Control Act of 1986; the National Labor Relations BoardAct, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Occupational Safety and Health Act; Executive Order 11246; the Fair Labor Standards Act; the Rehabilitation Act of 1973; and all regulations under such Acts, and all other fed-eral, state and local laws, regulations and executive orders relat-ing to the employment of labor, including any provisions thereof relating to wages, hours, col-lective bargaining, the payment of Social Security and similar taxes, unemployment and workmen’s' comp-ensation laws, any state labor relations board laws, or any court governmental regu-lations promulgated thereunder, as the same affect relationships or tribunal. As obligations of First Security and the First Security Subsidiaries with respect to any of the date their employees, and which will or reasonably could result in any mate-rial liability, penalty, fine or the like being imposed upon First Security or the First Security Subsidiaries. Neither First Security nor any of this Agreementthe First Security Subsidiaries is liable for any arrearage of wages or taxes or pen-alties for failure to comply with any of the foregoing, and there is are no strike proceedings before any court, governmental agency, instru-mentality or other material arbitrator relating to such matters, including any unfair labor dispute practice claims, either pending or, to the Knowledge of the Seller PartiesFirst Security’s knowledge, threatened in respect of the Stationthreatened. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None of the Seller Parties Attached as Schedule 3.2.12 hereto is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee true, complete and correct list as of the date hereof and, no more than three (3) days prior to the Knowledge execution of this Agreement of the employees (including senior executives) employed by Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the EmployeesBusiness, and each such employee’s title, compensation, and accrued vacation. (b) Prior to the date of this Agreement, Seller has not implemented any plant closing or mass layoff of employees that requires notice or any other action pursuant to WARN. (c) Except as set forth in Schedule 3.2.12, to Seller’s Knowledge, Seller is in material compliance with all Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, classification of employees, child labor, immigration, employment discrimination, disability rights or benefits, whistleblower protections, equal opportunity, plant closures and layoffs (including WARN), affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (d) Seller is not a party to or subject to any collective bargaining agreements relating to the Business. As of the date hereof: (i) no labor union or other collective bargaining unit represents or, to Seller’s Knowledge, claims to represent any of Seller’s employees employed in the Business; and (ii) to Seller’s Knowledge, there is no union campaign being conducted to solicit cards from employees employed in the Business to authorize a union to request a National Labor Relations Board certifications election with respect to such employees. (e) Except as disclosed on Schedule 3.133.2.12, as to Seller’s Knowledge, there are no pending investigations of Seller by the date of this AgreementEqual Employment Opportunity Commission, no unfair labor practice charge against any of the Seller Parties Arizona Civil Rights Commission, or any other Governmental Authority responsible for investigation of its Affiliates in respect worker complaints of the Station is pending ordiscrimination. Further, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this AgreementSeller’s Knowledge, there is are no strike pending investigations of Seller by the Office of Federal Contract Compliance Programs, the U.S. Department of Labor, the Arizona Department of Labor, OSHA or other material labor dispute pending or, to the Knowledge Arizona Department of the Seller Parties, threatened in respect of the StationHealth. (cf) The To Seller’s Knowledge, Seller Parties has not participated in the breach of a confidentiality or non-competition agreement to which any employee or independent contractor is a party, and their Affiliates are has not appropriated or participated in material compliance with all applicable Laws relating to worker classification the development of the Employees. (d) The Seller Parties and their Affiliates are any technological, creative or administrative development in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against which any of the Seller Parties Seller’s employees or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating independent contractors also claims to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesa legal right.

Employee Relations. (a) None Except as set forth on Schedule 3.16, all employees of the Facilities are employees of a Seller Entity or an Acquired Company. Except as set forth on Schedule 3.16, there is no actual or, to each Seller Entity’s knowledge, threatened employee strike, work stoppage, slowdown, lock out, walk out, or other labor dispute pertaining to any of the Seller Parties is a party to Entities or any labor agreement of the Acquired Companies, including any of the Facilities, and none has occurred within the last three (3) years. Except as set forth on Schedule 3.16, no union representation question exists respecting any employees of the Seller Entities or any of the Acquired Companies. Except as set forth on Schedule 3.16, no collective bargaining agreement in respect exists or is currently being negotiated by the Seller Entities or any of the Station Acquired Companies, no written demand has been received for recognition by a labor organization by or covering with respect to any Employee as employees of the date hereof andSeller Entities or any of the Acquired Companies, no union organizing activities by or with respect to any employees of the Seller Entities or any of the Acquired Companies are, to the Knowledge knowledge of the Seller PartiesEntities, there taking place, no petition has not been filed for a union representation election, and none of the employees of the Seller Entities or any organizational effort made or threatened of the Acquired Companies is represented by or on behalf of any labor union with respect or organization. Except as set forth on Schedule 3.16, there is no written unfair labor practice claim against the Seller Entities or any of the Acquired Companies pending before the National Labor Relations Board. The Seller Entities have delivered or made available to Buyer true, correct and complete copies of each of the Employeescollective bargaining agreements set forth on Schedule 3.16. (b) Except as disclosed on set forth in Schedule 3.133.16, as to the knowledge of the date Seller Entities, the Seller Entities and the Acquired Companies have complied in all material respects with all laws relating to employment, employment practices, terms and conditions of this Agreementemployment, no unfair labor practice charge against equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, payment of employment, social security, and similar Taxes, occupational safety and health, and plant closing or mass layoff. No Seller Entity nor any Acquired Company is liable for the payment of any compensation, damages, Taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the Seller Parties or any of its Affiliates in respect of the Station is foregoing legal requirements. Except as set forth on Schedule 3.16, there are no pending or, to the Knowledge knowledge of the any Seller PartiesEntity, threatened claims before the National Labor Relations Board, any state labor relations board Equal Employment Opportunity Commission (or any court comparable state or tribunal. As of the date of this Agreementlocal civil Fair Employment Practices Agency, there is no strike human rights commission or other material labor dispute pending orentity), to complaints before the Knowledge of Occupational Safety and Health Administration (or any comparable state safety or health administration or other entity), wage and hour claims, or the Seller Parties, threatened in respect of the Stationlike. (c) The Seller Parties Entities have made available to Buyer and their Affiliates are in material compliance with all applicable Laws relating to worker classification the Buyer Entities true, correct and complete copies of the Employeespersonnel records of all of the employees of each Seller Entity and each Acquired Company and the salary or wage records for such employees including records reflecting sick or extended illness, paid time off, vacation and holiday benefits that are accrued or credited but unused or unpaid. The Seller Entities have made available to Buyer and the Buyer Entities true, correct and complete copies of each employment, consulting, independent contractor, commission, bonus, or severance agreement to which any Seller Entity or any Acquired Company is a party. Schedule 3.16 states or will state the number of employees terminated by each Seller Entity within ninety (90) days prior to the Closing Date, laid off by each Seller Entity and each Acquired Company within the six (6) months prior to the Closing Date, or whose hours of work have been reduced by more than fifty percent (50%) by a Seller Entity or any Acquired Company in the six (6) months prior to the Closing Date, and contains a complete and accurate list of the following information for such employees: (i) the date of termination, layoff, or reduction in work hours; (ii) the reason for termination, layoff, or reduction in work hours; and (iii) the location to which the employee was assigned. In relation to the foregoing, except as set forth in Schedule 3.16, no Seller Entity nor any Acquired Company has violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state or local legal requirements. (d) The All necessary visa or work authorization petitions required to be filed by the Seller Parties Entities and their Affiliates are the Acquired Companies have been timely and properly filed on behalf of any employees of any Seller Entity or any Acquired Company requiring a visa stamp, I-9 status document, employment authorization document, or any other immigration document to legally work for such Seller Entity or Acquired Company in material compliance the United States and all paperwork retention requirements with respect to such applications and petitions have been met. No current employee of any Seller Entity or any Acquired Company has ever worked for such Seller Entity or Acquired Company without employment authorization from the Department of Homeland Security or any other government agency that must authorize such employment. I-9 Forms have been timely and properly completed by the Seller Entities and the Acquired Companies for all currently applicable Laws respecting terms current employees of Seller Entities and conditions of employment for the EmployeesAcquired Companies. I-9 Forms have been lawfully retained and re-verified by the Seller Entities and the Acquired Companies. There are no material claims, lawsuits, actions, suits arbitrations, administrative or proceedings other proceedings, or to any Seller Entity’s knowledge, governmental investigations or inquiries pending or, to the Knowledge of the Seller Parties, or threatened against any of the Seller Parties Entity or their Affiliates Acquired Company relating to such Seller Entity’s or Acquired Company’s compliance with immigration Laws. There have been no letters received by any Employee. Each Seller Entity or any Acquired Company from the Social Security Administration (“SSA”) regarding the failure of the such Seller Parties and Entity’s or Acquired Company’s employee’s Social Security number to match their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included name in the Current LiabilitiesSSA database.

Employee Relations. (a) None The Company and each of its subsidiaries has complied and is in compliance, in all material respects, with all Laws which relate to wages, hours, discrimination in employment and collective bargaining, and is not liable for any arrears of wages, Taxes or penalties for failure to comply, in all material respects, with any of the Seller Parties is a party to any labor agreement or collective bargaining agreement foregoing. Except as described in respect Schedule 5.17 attached hereto, (i) none of the Station or covering any Employee as Employees of the date hereof andCompany or any of its subsidiaries is represented for purposes of their employment by a labor organization, (ii), to the Knowledge knowledge of the Seller PartiesCompany, no petition has been filed for recognition of a labor union or association as the exclusive bargaining agent for any and all of the Employees of the Company or any of its subsidiaries, and (iii) to the knowledge of the Company, there has not been in the past five years any organizational effort made general solicitation of representation cards by any union seeking to represent any or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as all of the date of this Agreement, no unfair labor practice charge against any Employees of the Seller Parties Company or any of its Affiliates subsidiaries as their bargaining agent. Except as set forth in respect Schedule 5.17 attached hereto, there is no, and during the past three years there has been no, (i) unfair labor practice charge, complaint or other proceeding against the Company or any of the Station is its subsidiaries pending or, to the Knowledge knowledge of the Seller PartiesCompany, threatened before the National Labor Relations BoardBoard nor, to the knowledge of the Company, any state commitment or involvement in the commission of any acts or omissions which could give rise to any unfair labor relations board practices by the Company or any court of its subsidiaries, (ii) Claim or tribunal. As Litigation against the Company or any of its subsidiaries or any of the date Employees or agents of this Agreement, there is no strike the Company or other material labor dispute any of its subsidiaries pending or, to the Knowledge knowledge of the Seller PartiesCompany, threatened in respect under the National Labor Relations Act, as amended, and the rules and regulations promulgated thereunder (the "NLRA") nor, to the knowledge of the Station. (c) The Seller Parties and their Affiliates are Company, any commitment or involvement in material compliance with all applicable Laws relating the commission of any acts or omissions which could give rise to worker classification any Liability under the Labor Act on the part of the Employees. Company or any of its subsidiaries, (diii) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actionslabor strike, suits dispute, slowdown or proceedings stoppage pending or, to the Knowledge knowledge of the Seller PartiesCompany, threatened against or involving the Company or any of its subsidiaries, (iv) labor grievance filed with the Seller Parties Company which has had or their Affiliates could reasonably be expected to have a Material Adverse Effect; or (v) any pending, or to the knowledge of the Company, threatened Claim against the Company or any of its subsidiaries or Litigation involving the Company or any of its subsidiaries, or Litigation which has arisen out of or under a collective bargaining or other labor Contract. Except as set forth in Schedule 5.17 attached hereto, there is no Claim or Litigation against the Company or any of its subsidiaries (whether under federal, state or local Law, under any employment Contract, or otherwise) brought or, to the knowledge of the Company, threatened by any Employee. Each Employee on account of or for: (i) overtime pay, other than overtime pay for work done during the current payroll period; (ii) wages or salary for any period other than the current payroll period; (iii) any amount of vacation pay or pay in lieu of vacation time, other than vacation time or pay in lieu thereof earned in or in respect of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws current fiscal year; or (iv) any violation of any Law relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, minimum wages or maximum hours of work. Except as set forth in Schedule 5.17 attached hereto, severance there is no Claim against the Company or termination payany of its subsidiaries or Litigation (whether under federal, leave of absencestate or local Law, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paidunder any employment Contract, or by otherwise) brought or, to the Closing, will have been paid, all wages, sums and other compensation owed to them as knowledge of the ClosingCompany, except threatened by any Person (including any Governmental Body) relating to discrimination or occupational safety in employment or employment practices (including the extent such amounts are included Occupational Safety and Health Act of 1970, as amended, The Fair Labor Standards Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, or the Age Discrimination in the Current LiabilitiesEmployment Act of 1967, as amended).

Employee Relations. (ai) None Except as set forth in Schedule 3.1(z)(i), as of the Seller Parties date hereof, all compensation, including wages, commissions and bonuses, payable to employees, independent contractors or consultants of the Company or any of its subsidiaries for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of the Company or any of its subsidiaries with respect to any employment, compensation, commissions or bonuses. (ii) Neither the Company nor any of its subsidiaries is a party to any labor agreement or collective bargaining agreement in respect or employs any member of a union. No union organizing activities are currently taking place concerning the employees of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties Company or any of its Affiliates in respect subsidiaries. There is (A) no grievance or arbitration proceeding arising out of the Station or under collective bargaining agreements is pending or threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Knowledge Company’s knowledge, threatened against the Company or any of its subsidiaries and (C) no union representation dispute currently existing concerning the employees of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board Company or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationits subsidiaries. (ciii) The Seller Parties Except as set forth in Schedule 3.1(z)(iii), (i) the Company is and their Affiliates are has been in material compliance with all applicable Laws relating pertaining to worker classification of the Employees. (d) The Seller Parties employment and their Affiliates are in material compliance with employment practices, including all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employmentrelations, including laws relating to equal employment discrimination, labor relationsopportunities, fair employment practices, payment of wagesemployment discrimination, overtime pay and other compensationharassment, maximum hours of workretaliation, severance reasonable accommodation, disability rights or termination pay, leave of absencebenefits, immigration, employee classificationwages, recordkeepinghours, employee overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence and affirmative action. Each Employee has been paidunemployment insurance, (ii) all individuals characterized and treated by the Company as independent contractors or consultants are properly treated as independent contractors under all applicable Laws, (iii) all employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified and (iv) there are no Actions against the Company pending, or to the Company’s knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the Closingemployment of any current or former applicant, will have been paidemployee, all wages, sums and other compensation owed to them as consultant or independent contractor of the ClosingCompany, except including, without limitation, any claim relating to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wage and hours or any other employment related matter arising under applicable Laws. (iv) No executive officer of the extent Company (as defined in Rule 501(f) promulgated under the Securities Act) has notified the Company that such amounts are included officer intends to leave the Company or otherwise terminate such officer’s employment with the Company. No executive officer of the Company is, or is expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other agreement or any restrictive covenant, and the Current Liabilitiescontinued employment of each such executive officer does not subject the Company or any of its subsidiaries to any liability with respect to any of the foregoing matters.

Employee Relations. (a) None Except as set forth on Schedule 3(n), neither the Company nor any of its Subsidiaries, nor, to the Seller Parties Company’s Knowledge, any of its Foreign Subsidiaries is a party to involved in any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof andunion dispute nor, to the Knowledge of the Seller PartiesCompany, there has not been is any organizational effort made or threatened by or on behalf of any labor union with respect to such dispute threatened. To the Employees. (b) Except as disclosed on Schedule 3.13, as Knowledge of the date of this AgreementCompany, no unfair labor practice charge against any none of the Seller Parties employees of either the Company or any of its Affiliates Subsidiaries or Foreign Subsidiaries is or has been a member of a union that relates, or following the Closing will relate, to such employee’s relationship with the Company and neither the Company nor any of its Subsidiaries or, to the Company’s Knowledge, any of its Foreign Subsidiaries is or following the Closing will be, a party to a collective bargaining agreement. No executive officer (as defined in respect Rule 3b-7 under the 1934 Act), nor any other individual whose termination would be required to be disclosed on a Current Report on Form 8-K, has notified the Company that such individual intends to leave the Company or otherwise terminate such individual’s employment with the Company. Such individuals constitute all of the Station is pending oremployees necessary to conduct the Company’s business as presently conducted and as proposed to be conducted (as described to Buyers prior to the date hereof). Except as set forth on Schedule 3(n), to the Knowledge of the Seller PartiesCompany no such individual is, threatened before the National Labor Relations Boardhas been, or is now expected to be, in violation of any state labor relations board material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any court other contract or tribunal. As agreement or any restrictive covenant, and the employment of each such individual does not, has not and will not subject the date Company or any of this Agreementits Subsidiaries, there is no strike or other material labor dispute pending or, to the Knowledge Company’s Knowledge, any of its Foreign Subsidiaries to any liability with respect to any of the Seller Partiesforegoing matters that would, threatened individually or in respect of the Station. (c) The Seller Parties and their Affiliates are aggregate, have a Material Adverse Effect. Except as set forth in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending orSchedule 3(n), to the Company’s Knowledge the Company and each of its Subsidiaries and, to the Seller PartiesCompany’s Knowledge, threatened against any each of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied its Foreign Subsidiaries, as applicable, is in compliance in all material respects with all applicable Laws relating to labor employment and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment terms and conditions of wagesemployment and wages and hours. Except as set forth in Schedule 3(n), overtime pay the Company and other compensationeach of its Subsidiaries and, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent Company’s Knowledge, each of its Foreign Subsidiaries, as applicable, is in compliance in all material respects with all Laws relating to employee benefits and employee benefit plans (as such amounts terms are included defined in the Current LiabilitiesERISA).

Employee Relations. (a) None The Company and each of the Seller Parties Subsidiaries is a party to in compliance with all Legal Requirements respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor agreement practice, and there are no arrears in the payment of wages or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employeessocial security taxes. (b) Except as disclosed set forth on Schedule 3.13, as 3.19 attached hereto: ------------- (1) none of the date employees of this Agreement, the Company or the Subsidiaries is represented by any labor union; (2) there is no unfair labor practice charge complaint against the Company or any of the Seller Parties or any of its Affiliates in respect of the Station is Subsidiaries pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, Board or any state labor relations board or any court or tribunal. As of the date of this Agreement, local agency; (3) there is no pending labor strike or other material labor dispute trouble affecting the Company or any of the Subsidiaries (including, without limitation, any organizational drive); (4) there is no labor grievance pending against the Company or any of the Subsidiaries; (5) there has been no written demand or, to the Knowledge Company's knowledge, other communication made to the Company or any Subsidiary on behalf of any labor union or organization, or, to the Company's knowledge, any efforts by any labor union or organization to obtain authorization, to represent any employee of the Seller Parties, threatened in respect Company or any of the StationSubsidiaries; (6) there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Company or any of the Subsidiaries is a party, or to the knowledge of the Company, any reasonable basis for which a claim may be made under any collective bargaining agreement to which the Company or any of the Subsidiaries is a party; and (7) neither the Company nor any of the Subsidiaries has any continuing obligation for health, life, medical insurance or other similar fringe benefits to any former employee of the Company or any Subsidiary. (c) The Seller Parties Schedule 3.19 sets forth a true, correct and their Affiliates are in material compliance with all applicable Laws relating to worker classification complete list of the Employees------------- current payroll of the Company and the Subsidiaries, including the job description, salary or wage rate, date of hire, date of birth, bonus and/or severance plan eligibility, vacation and/or sick days accrued, and pending claims for benefits for each employee. (d) The Seller Parties For purposes of this Subsection 3.19, the term "employee" shall be construed to include sales agents and other independent contractors who spend a majority of their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for working time on the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge business of the Seller Parties, threatened against Company or any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current LiabilitiesSubsidiaries.

Employee Relations. (a) None Neither the Company nor any of the Seller Parties its Subsidiaries is a party to any labor agreement or collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined in respect Rule 501(f) promulgated under the 1933 Act) or other key employee of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties Company or any of its Affiliates in respect Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. No executive officer or other key employee of the Station Company or any of its Subsidiaries is, or is pending ornow expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to the Knowledge any liability with respect to any of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunalforegoing matters. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties Company and their Affiliates its Subsidiaries are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties federal, state, local and their Affiliates are in material compliance with all currently applicable Laws foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment for and wages and hours, except where failure to be in compliance would not, either individually or in the Employeesaggregate, reasonably be expected to result in a Material Adverse Effect. There are no “Material Adverse Effect” means any material actionsadverse effect on (i) the business, suits properties, assets, liabilities, operations (including results thereof) or proceedings pending or, to the Knowledge condition (financial or otherwise) of the Seller PartiesCompany or any Subsidiary, threatened against individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the Seller Parties other Transaction Documents or their Affiliates by any Employee. Each other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Seller Parties and Company or any of its Subsidiaries to perform any of their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as respective obligations under any of the Closing, except to the extent such amounts are included in the Current LiabilitiesTransaction Documents.

Employee Relations. (a) None Schedule 3.17 contains a list, as of a date no more than 30 days prior to the date hereof, of all of the employees of such Seller Parties at its Facility, their current salary or wage rates, bonus and other compensation for 2003, Accrued PTO and sick days, periods of service, and whether such employees are part-time or full-time. Except as set forth on Schedule 3.17, all employees at its Facility are employees of such Seller. To the knowledge of such Seller, there is a party no threatened employee strike, work stoppage, or labor dispute pertaining to its Facility. To the knowledge of such Seller, no union representation question exists respecting any labor agreement or employees of such Seller. No collective bargaining agreement in exists or is currently being negotiated by Seller, no written demand has been made to such Seller for recognition by a labor organization by or with respect to any employees of the Station such Seller; no union organizing activities by or covering with respect to any Employee as employees of the date hereof andsuch Seller are, to the Knowledge knowledge of the Seller Partiessuch Seller, there has not been any organizational effort made or threatened taking place; and none of its employees is represented by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, or organization. There is no unfair labor practice charge claim against any of the such Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, nor any state labor relations board strike, dispute, slowdown, or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute stoppage pending or, to the Knowledge knowledge of the Seller Partiessuch Seller, threatened against or involving its Facility, and none has occurred within the last five (5) years. Such Seller is in respect of the Station. (c) The Seller Parties and their Affiliates are compliance in all material compliance respects with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties federal and their Affiliates are in material compliance with all currently applicable Laws state laws respecting employment and employment practices, terms and conditions of employment for the Employeesemployment, and wages and hours. There are no Such Seller is not engaged in any unfair labor practices which could have a material actions, suits or proceedings pending or, to the Knowledge of the adverse effect on it. Such Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating requirements of the Immigration and Reform and Control Act of 1986. Except as set forth on Schedule 3.17, there are no pending or, to labor the knowledge of such Seller, threatened EEOC claims, OSHA complaints, union grievances, wage and employmenthour claims, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safetyunemployment compensation claims, workers’ compensation, and affirmative action. Each Employee has been paid, ' compensation claims or by the Closing, will have been paid, all wages, sums and other compensation owed to them as like involving present employees of the Closing, except to the extent such amounts are included in the Current LiabilitiesSeller regarding services at its Facility.

Employee Relations. (aExhibit 4(aa) None sets forth a list of all of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect officers, employees and agents of each of the Station or covering any Employee as of the date hereof Acquired Companies and, to the Knowledge of the Seller Partiesfor each individual, there has not been indicates his or her position, salary or wage rate and respective fringe benefits and any organizational effort made other remuneration paid or threatened by or on behalf of any labor union with respect to the Employees. (b) payable. Except as disclosed on Schedule 3.13Exhibit 4(aa): (1) There is not now in existence or pending, as nor has there been within the last three years, any grievance, arbitration, administrative hearing, claim of the date of this Agreement, no unfair labor practice charge against practice, wrongful discharge, employment discrimination or sexual harassment or other employment dispute of any of the Seller Parties or any of its Affiliates in respect of the Station is nature pending or, to the Knowledge best of Seller's knowledge, threatened against any of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the StationAcquired Companies. (c2) The Seller Parties Each of the Acquired Companies is, and their Affiliates are during all applicable limitation periods have been, in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties laws, executive orders and their Affiliates are in material compliance with all currently applicable Laws regulations respecting employment, and employment practice, terms and conditions of employment, occupational safety, wages and hours and there is no existing but unassented claim for violation of any such laws, executive orders or regulations nor, to the best of Seller's knowledge, is there any factual basis upon which such a claim could be asserted. (3) None of the Acquired Companies has any collective bargaining agreements or is a party to any written or oral, express or implied, other contract, agreement or arrangement with any labor union or any other similar arrangement that is not terminable at will by the employer without cost, liability or penalty. (4) None of the Acquired Companies is a party to any written or oral contract, agreement or arrangement with any of its present or former directors, officers, employees or agents with respect to length, duration or conditions of employment for (or the Employees. termination thereof), salaries, bonuses, percentage compensation, deferred compensation or any other form of remuneration, or with respect to any matter not disclosed on Exhibit 4(aa)(4). (5) There are is no material actions, suits or proceedings pending claim or, to the Knowledge best of the Seller Parties's knowledge, threatened or existing but unasserted claim, against any of the Seller Parties Acquired Companies for violation of any contract, agreement or their Affiliates by arrangement described in Exhibit 4(aa)(5), nor to the best of Seller's knowledge, is there any Employee. Each factual basis upon which such a claim could be asserted. (6) The consummation of the Seller Parties and their Affiliates has complied transactions contemplated by this Agreement will not result in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, any severance or other employee compensation or benefit obligation coming due and Seller has no reason to believe that such consummation will result in the termination pay, leave of absence, immigration, any employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current LiabilitiesAcquired Companies.

Employee Relations. (aExhibit 5.(x) None sets forth a list of all of the officers, employees and agents of Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Partiesfor each individual, there has not been indicates his or her position, salary or wage rate and respective fringe benefits and any organizational effort made other remuneration paid or threatened by or on behalf of any labor union with respect to the Employees. (b) payable. Except as disclosed on Schedule 3.13Exhibit 5.(x): (1) There is not now in existence or pending, as nor has there been within the last three years, any grievance, arbitration, administrative hearing, claim of the date of this Agreement, no unfair labor practice charge against practice, wrongful discharge, employment discrimination or sexual harassment or other employment dispute of any of the Seller Parties or any of its Affiliates in respect of the Station is nature pending or, to the Knowledge best of the Seller PartiesSeller's knowledge, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationagainst Seller. (c2) The Seller Parties is, and their Affiliates are during all applicable limitation periods has been, in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties Federal, state, local or foreign laws, executive orders and their Affiliates are in material compliance with all currently applicable Laws regulations respecting employment and employment practice, terms and conditions of employment, occupational safety, wages and hours and there is no existing but unasserted claim for violation of any such laws, executive orders or regulations nor, to the best of Seller's knowledge, is there any factual basis upon which such a claim could be asserted. (3) Seller has no collective bargaining agreements and is not a party to any written or oral, express or implied, other contract, agreement or arrangement with any labor union or any other similar arrangement that is not terminable at will by Seller without cost, liability or penalty. (4) Seller is not a party to any written or oral contract, agreement or arrangement with any of its present or former directors, officers, employees or agents with respect to length, duration or conditions of employment for (or the Employees. termination thereof), salaries, bonuses, percentage compensation, deferred compensation or any other form of remuneration, or with respect to any matter not disclosed on Exhibit 5.(x)(4). (5) There are is no material actions, suits or proceedings pending claim or, to the Knowledge best of Seller's knowledge, threatened or existing but unasserted claim, against Seller for violation of any contract, agreement or arrangement described in Exhibit 5.(x)(4), nor to the best of Seller's knowledge, is there any factual basis upon which such a claim could be asserted. (6) Upon termination of the Seller Parties, threatened against employment of any of the Seller Parties or their Affiliates Seller's employees by Seller, Buyer shall not incur any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, liability for severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, pay or by the Closing, will have been paid, all wages, sums and any other compensation owed obligation to them as of the Closing, except to the extent such amounts are included in the Current LiabilitiesSeller's employees.

Employee Relations. (a) None Neither Parent nor Seller has any obligation or liability, contingent or otherwise, under any Employment Arrangement with employees to whom Newco will offer employment pursuant to this Agreement, other than those listed in Section 2.16(a) of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee Disclosure Schedule. Except as of the date hereof andwould not have an Adverse Effect, to the Knowledge of the Seller PartiesParent and Seller, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to employees employed in the EmployeesBusiness, are in compliance with all federal, state and municipal laws respecting Parent's and Seller's employment and employment practices, terms and conditions of employment, and wages and hours, and are not engaged in any unfair labor practice involving Parent or Seller. There are no arrears by Parent or Seller in the payment of wages. (b) Except With respect to employees employed in the Business, whether employed by Parent or Seller, except as disclosed on Schedule 3.13, as set forth in Section 2.16(b) of the date Disclosure Schedule; (i) none of this Agreement, such employees are represented by any labor union; (ii) there is no unfair labor practice charge complaint against any of the Parent or Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, Board or any state labor relations board or any court local agency relating to or tribunal. As of the date of this Agreement, affecting Parent or Seller; (iii) there is no pending labor strike or other material labor dispute trouble affecting Parent or Seller (including, without limitation, any organizational drive); (iv) there is no material labor grievance pending oragainst Parent or Seller relating to such employees; (v) there is no pending representation question respecting such employees; and (vi) there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which Parent or Seller is a party, or to the Knowledge knowledge of the Parent and Seller, any basis reasonably likely to result in a significant adverse outcome for which a claim may be made under any collective bargaining agreement to which Parent or Seller Parties, threatened in respect of the Stationis a party. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification Section 2.16(c) of the Employees. Disclosure Schedule sets forth a true, correct and complete list of (da) The the employee benefits provided by Seller Parties to its employees employed in the Business and their Affiliates are all contracts or agreements between Seller and such employees, and (b) Seller's current payroll, including the job titles and salary or wage rates of each of its employees employed in material compliance with all currently applicable Laws respecting terms the Business, showing separately for each such person who received an annual salary in excess of $50,000 the amounts paid or payable as salary and conditions of employment bonus payments for the Employees. There are no material actionsyear ended June 30, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities2000.

Employee Relations. (a) None Neither the Company nor any Subsidiary of the Seller Parties Company is a party to any labor agreement or collective bargaining agreement in respect or any other Contract with any union or organization or any other representatives of the Station Company or covering any Employee as Subsidiary of the date hereof andCompany. Except as set forth in Schedule 3.12, to neither the Knowledge Company nor any Subsidiary of the Seller Parties, there has not been Company is a party to any organizational effort made written or threatened by or on behalf of any labor union oral employment agreement with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates officers, directors, employees, consultants, agents, or other Persons which is not terminable by the Company or its Subsidiaries at will without penalty or cost to the Company or its Subsidiaries. True and correct copies of all agreements disclosed in respect Schedule 3.12 (or summaries of oral agreements so disclosed) have been or will be delivered to NCO. To the Company's Knowledge, except as set forth in Schedule 3.12, (1) no grievance or claim which could reasonably be expected to have a Material Adverse Effect is pending and no claim therefor has been asserted, (2) no claim has been asserted under any written or oral employment agreement and (3) no collective bargaining agreement is currently being negotiated by the Company or any Subsidiary of the Station is pending Company. Neither the Company nor any Subsidiary of the Company has any present or, to the Knowledge of the Seller PartiesCompany, threatened before the National Labor Relations Board, any state labor relations board disturbances or any court pending arbitration, unfair labor practice, grievance, or tribunalother Proceeding of any kind with respect to its employees and has had no such labor disturbance, Proceeding or litigation for the past eighteen months or which remains unresolved on the date hereof. As The Company does not Know of any present or threatened walkout, strike or any similar occurrence which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.12 during the past five years, no union attempts to organize or represent the employees of the date Company or any Subsidiary of this Agreementthe Company have been made, there is no strike or other material labor dispute pending or, nor are any such attempts to the Knowledge of the Seller PartiesCompany now threatened, threatened in respect nor has the Company or any Subsidiary of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating Company been notified by any labor organization or other entity that it is soliciting or intends to worker classification solicit the employees of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actionsCompany or its Subsidiaries to select a bargaining agent, suits or proceedings pending nor is any such solicitation being made or, to the Knowledge of the Seller PartiesCompany's Knowledge, threatened against any of the Seller Parties or their Affiliates contemplated by any Employeelabor union. Each Schedule 3.12 is a true and correct list of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or personnel employed by the Closing, will have been paid, all wages, sums Company and other compensation owed to them its Subsidiaries as of the date hereof and their respective salaries, wages and rates of compensation, which Schedule will be updated at Closing. Upon termination of the employment of any said employees, neither the Company nor any Subsidiary of the Company will by reason of anything done prior to the Closing Date be liable to any of said employees for severance pay or any other payments, except as and to the extent such amounts are included set forth in Schedule 3.12. Except as disclosed in Schedule 3.12, no employee of the Current LiabilitiesCompany or any Subsidiary of the Company has indicated to the Company an intention to terminate employment with the Company or its Subsidiaries.

Employee Relations. (a) None To Stockholder's knowledge, the Company and each of the Seller Parties Subsidiaries is a party to in compliance with all federal, state and municipal laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor agreement practice, and there are no arrears in the payment of wages or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employeessocial security taxes. (b) Except as disclosed set forth on Schedule 3.13, as SCHEDULE 3.15(b) attached hereto: (i) none of the date employees of this Agreement, the Company or the Subsidiaries is represented by any labor union; (ii) there is no unfair labor practice charge complaint against the Company or any of the Seller Parties or any of its Affiliates in respect of the Station is Subsidiaries pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, Board or any state labor relations board or any court or tribunal. As of the date of this Agreement, local agency; (iii) there is no pending, or to the Company's and the Stockholder's knowledge threatened, labor strike or other material labor dispute pending or, to trouble affecting the Knowledge Company or any of the Seller PartiesSubsidiaries (including, threatened in respect without limitation, any organizational drive); (iv) there is no material labor grievance pending against the Company or any of the StationSubsidiaries; (v) there is no pending representation question respecting the employees of the Company or any of the Subsidiaries; (vi) there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Company or any of the Subsidiaries is a party, or any basis for which a claim may be made under any collective bargaining agreement to which the Company or any of the Subsidiaries is a party; and (vii) neither the Company nor any of the Subsidiaries has any continuing obligation for health, life, medical insurance or other similar fringe benefits to any former employee of the Company or any Subsidiary. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating Notwithstanding anything to worker classification the contrary herein or otherwise, none of the Employeesemployees of the Company or the Subsidiaries has an employment agreement, nor would they be entitled to severance payments from the Company or the Subsidiaries upon termination. Following Closing, Buyer may, but shall not be obligated to, retain Xxxx Xxxxxxx or Xxxxx Xxxxxxxx. Prior to the Closing, the Buyer shall have the right to negotiate employment terms with the foregoing individuals. (d) The Seller Parties SCHEDULE 3.15(d) sets forth a true, correct and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge complete list of the Seller Parties, threatened against any current payroll of the Seller Parties or their Affiliates by any Employee. Each of Company and the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employmentSubsidiaries, including laws relating to employment discrimination, labor relations, fair employment practices, payment the job title and salary or wage rates of wages, overtime pay and other compensation, maximum hours each of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiestheir employees.

Employee Relations. (a) None All Persons employed at the Hospital Facilities are the at-will employees of a Subsidiary; (b) there is no pending or, to the Seller Parties is a party to any Company’s knowledge, threatened employee strike, picketing work stoppage or slowdown or labor agreement or dispute at the Hospital Facilities; (c) no collective bargaining agreement in exists or other labor union contract or is being negotiated by a Subsidiary, and to the Company’s knowledge, no employee employed at the Hospital Facilities is represented by a labor union; and (d) there are no pending or, to the Company’s knowledge, threatened unfair labor practices claims, equal employment opportunity claims, human rights or civil rights complaints, wage and hour claims, unemployment compensation claims, workers’ compensation claims, federal or state OSHA citations or the like with respect to a Hospital Facility. Since December 31, 2007, no officer’s employment with a Subsidiary has been terminated for any reason nor has any such officer notified a Subsidiary or a Hospital Facility of the Station his or covering any Employee as of the date hereof her intention to resign or retire and, to the Knowledge Company’s knowledge, no officers have such intentions. To the Company’s knowledge, no officer of a Subsidiary is bound by any contractual obligation that would prohibit his or her ability to continue to be employed by the Subsidiary following the Closing. None of the Seller Parties, there has not been Subsidiaries are liable for any organizational effort made payment to any trust or threatened by other fund or on behalf of to any labor union governmental or administrative authority with respect to unemployment compensation benefits, Social Security, or other benefits for employees or former employees, except as arise in the Employees. Ordinary Course of Business. No Subsidiary has, within the three (b3) Except as disclosed on Schedule 3.13, as of years prior to the date of this Agreement, no unfair labor practice charge against taken any action that alone or combined with any other action of such Subsidiary or the Hospital Facility which it operates during any ninety (90) day period, could reasonably be construed as a “plant closing” or “mass layoff” within the meaning of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the StationWARN Act. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. Except as set forth on Schedule 3.14, since January 1, 2018: (a) None of the Seller Parties is Company has not (i) been a party to any labor agreement or collective bargaining agreement in respect or other contract with any labor organization that represents employees of the Station Company; (ii) agreed to recognize a collective bargaining agent or covering received any Employee as application or petition for an election or for certification of the date hereof anda collective bargaining agent; or (iii) negotiated toward or agreed to negotiate toward any such agreement; (b) there has not been any, and there are no ongoing or, to the Knowledge Sellers’ Knowledge, threatened, union organizing activities involving employees of the Seller PartiesCompany; (c) there has not been any, or, to the Sellers’ Knowledge, any threats of any, organized employee strike, slowdown, picketing, work stoppage, lockout, employee grievance process, or other organized labor dispute involving the Company; (d) there has not been any organizational effort made or threatened proceeding pending by or on behalf before any Governmental Authorities relating to the alleged violation of any law by the Company pertaining to labor union relations, including any charge or complaint filed with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court comparable Governmental Authority and there has not been any material proceeding pending by or tribunal. As before any Governmental Authorities relating to any alleged violation of any law by the date of this AgreementCompany pertaining to employment relations, including any charge or complaint filed with the Equal Employment Opportunity Commission or any comparable Governmental Authority; (e) the Company has not committed a material unfair labor practice and there is are no strike or other material labor dispute pending or, to the Knowledge of the Seller PartiesSellers’ Knowledge, threatened in respect of unfair labor practice complaints pending against the Station.Company; (cf) The Seller Parties the Company has not implemented any employee layoffs or similar activities that required notice under the Worker Adjustment and their Affiliates Retraining Notification Act or any similar applicable law, and no such actions are currently planned or announced by the Company; (g) the Company has operated in compliance, in all material compliance respects, with all applicable Laws foreign, federal, state, and local laws relating to worker employment, employment standards, employment of minors, employment discrimination, health and safety, labor relations, withholding, wages and hours, workplace safety and insurance, and/or pay equity; (h) the Company is and has been in compliance, in all material respects, with all applicable laws pertaining to the classification of the Employees.employees and independent contractors; and (di) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There there are no material actions, suits or proceedings pending current or, to the Knowledge Sellers’ Knowledge, threatened investigations of the Seller PartiesCompany relating to the classification of independent contractors engaged by the Company, threatened against and the Company has not received written notice from any Governmental Authority that such Governmental Authority is seeking to reclassify all or any material portion of the Seller Parties or their Affiliates by Company's independent contractors as employees for any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiespurpose.

Employee Relations. (a) None Except for four existing collective bargaining agreements (each, a "Collective Bargaining Agreement") with (i) the International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers of America Union (the "Boilermakers Union"), Local 659 at Warren, Pennsylvania, (ii) the Boilermakers Union, Locax 000 xx Xxxxx, Xxxx, (xxx) xxx Shopman's Local No. 493 of the Iron Workers Union at Clive, Iowa, and (iv) the International Union of Operating Engineers Local No. 825 for work performed in Camden, New Jersey, neither Seller Parties nor any of its subsidiaries is a party to any labor agreement or collective bargaining agreement or labor contract relating to the Businesses. Neither Seller nor any of its subsidiaries has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for Seller or any of its subsidiaries relating to the Station Businesses. There is no grievance or covering unfair labor practice charge against Seller or any Employee as of its subsidiaries before the date hereof National Labor Relations Board or any comparable state agency pending or threatened in writing with respect to any such Persons. There is no labor strike, dispute, slowdown, work stoppage, and, to the Knowledge of the Seller PartiesSeller's knowledge, there is not threatened nor has not there been threatened, any organizational organizing effort made or threatened activity by any employees or on behalf of any labor union with respect unions at the Divisions or relating to the EmployeesBusinesses, any petition for certification of a collective bargaining representative regarding Employees of either Division, pending or, to Seller's knowledge, threatened against or affecting Seller or any of its subsidiaries which may interfere with the business activities of either Business. (b) Except as disclosed on Schedule 3.13There has not been, as of the date of this Agreementnor is there presently pending or existing, no unfair labor practice charge and, to Seller's knowledge, there is not threatened nor has there been threatened, any claims, lawsuits, charges, complaints, grievances, investigations, audits, arbitrations, or disputes initiated or brought before any federal or state judicial, administrative or governmental body, agency or tribunal against any of the or affecting Seller Parties or any of its Affiliates in respect of the Station is pending or, subsidiaries relating to the Knowledge Businesses regarding any actual or alleged violation of any and all laws, regulations, ordinances, statutes or codes enacted by any federal or state judicial, administrative or governmental body, agency or tribunal regarding or pertaining to labor, employment, hiring, firing, equal employment opportunity, discrimination, layoffs, cessation of employment, leaves of absence, immigration, wages, hours, benefits, collective bargaining, labor relations, the Seller Partiespayment of social security and similar taxes, threatened before occupational safety and health, plant closing, employment loss (as that term is used in the Worker Adjustment and Retraining Notification Act), independent contracting, affirmative action, or continuation or portability of insurance benefits, including but not limited to, any charge or complaint filed by any Employee or union with the National Labor Relations Board, any state labor relations board the Equal Employment Opportunity Commission, the Department of Labor, the Office of Federal Contract Compliance Programs, the Immigration and Naturalization Service, the Occupational Safety and Health Administration or any court comparable state or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationlocal governmental body which would have a Material Adverse Effect. (c) The Seller Parties and their Affiliates are in material compliance with its subsidiaries have, and at all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safetyprevious times when required have had, workers’ compensation' compensation insurance covering all of their employees, former employees and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiescontractors.

Employee Relations. (a) None To the Stockholders' Knowledge, the Company and each of the Seller Parties Subsidiaries is a party to in compliance with all federal, state and municipal laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor agreement practice, and there are no arrears in the payment of wages or collective bargaining agreement social security taxes in respect excess of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened periods permitted by or on behalf of any labor union with respect to the Employeeslaw. (b) Except as disclosed set forth on Schedule 3.13, as 3.20 attached hereto: (i) none of the date employees of this Agreement, the Company or the Subsidiaries is represented by any labor union; (ii) there is no unfair labor practice charge complaint against the Company or any of the Seller Parties or any of its Affiliates in respect of the Station is Subsidiaries pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, Board or any state labor relations board or any court or tribunal. As of the date of this Agreement, local agency; (iii) there is no pending labor strike or other material labor dispute affecting the Company or any of the Subsidiaries (including, without limitation, any organizational drive); (iv) there is no material labor grievance pending oragainst the Company or any of the Subsidiaries; (v) there is no pending representation question respecting the employees of the Company or any of the Subsidiaries; (vi) there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Company or any of the Subsidiaries is a party, or to the Knowledge Stockholders' Knowledge, any claim threatened under any collective bargaining agreement to which the Company or any of the Seller Parties, threatened in respect Subsidiaries is a party; and (vii) neither the Company nor any of the StationSubsidiaries has any continuing obligation for health, life, medical insurance or other similar fringe benefits (other than any welfare benefits provided in compliance with the Consolidated Omnibus Reconciliation Act of 1985 or other similar law) to any former employee of the Company or any Subsidiary. (c) The Seller Parties Stockholders have provided Buyer with a true, correct and their Affiliates are in material compliance with all applicable Laws relating to worker classification complete list of the Employeescurrent payroll of the Company and the Subsidiaries, including the salary or wage rates of each of their employees, showing separately for each such person who received an annual salary in excess of $25,000 the maximum amounts paid or payable as salary and bonus payments for the fiscal year ended December 31, 1999. (d) The Seller Parties Company is and their Affiliates are has been in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with the Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. 2101 et seq., and all applicable Laws relating state and local plant closing laws, if applicable, specifically and not limiting the foregoing, with regard to labor and employmentthe closure of its Waco, including laws relating to employment discriminationTexas plant. Except as set forth on Schedule 3.20, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, no employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except Company shall become entitled to any severance pay as a result of the extent such amounts are included in the Current LiabilitiesWaco plant closing.

Employee Relations. ‌ (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement Except as set forth in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller PartiesExhibit 3.29 hereto, there has not been within the last three (3) years, there is not presently pending or threatened, and no event has occurred or circumstance exists that could provide the basis for any strike, slowdown, picketing, work stoppage, or employee grievance process, or any proceeding against or affecting the Facility relating to an alleged violation of any legal requirements pertaining to labor relations, including any charge, complaint, or unfair labor practices claim filed by an employee, union, or other person with the National Labor Relations Board or any comparable governmental body, organizational effort activity, or other labor dispute against or affecting Seller or its premises. With respect to the employees of the Facility, no collective bargaining agreement exists or is currently being negotiated by Seller; no application for certification of a collective bargaining agent is pending; no demand has been made or threatened for recognition by or on behalf a labor organization; no union representation question exists; no union organizing activities are taking place; and none of the employees of Seller is represented by any labor union with respect to the Employeesor organization. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws legal requirements relating to labor employment; employment practices; terms and conditions of employment; equal employment opportunity; nondiscrimination; immigration; wages; hours; benefits; payment of employment, including laws relating to employment discriminationsocial security, labor relations, fair employment practices, and similar taxes; occupational safety and health at the Facility. Seller is not liable for the payment of wages, overtime pay and other any compensation, maximum hours damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of workthe foregoing legal requirements. Except as set forth in Exhibit 3.29, severance there are no pending or termination paythreatened claims before the EEOC (or comparable state agency), leave of absencecomplaints before Occupational Safety and Health Administration (or comparable state agency), immigrationwage and hour claims, employee classification, recordkeeping, employee health and safetyunemployment compensation claims, workers’ compensationcompensation claims, or the like. (c) Seller has provided, or during the Due Diligence Period will allow access, to Buyer to the personnel records of all of the Facility’s employees and the salary or wage records for such employees including records reflecting sick or extended illness, paid-time-off, and affirmative actionvacation leave that is accrued or credited but unused or unpaid. Each Employee Seller has been paidprovided to Buyer copies of each employment, consulting, independent contractor, bonus, or by severance agreement to which Seller is a party. Exhibit 3.29 sets forth the employees who had an “employment loss,” as such term is defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), within the ninety (90) days preceding the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except ; in relation to the extent foregoing, Seller has not violated the WARN Act or any similar state or local legal requirements. Except as set forth in Exhibit 3.29, no officer, director, agent, employee, consultant, or independent contractor of Seller is bound by any agreement that purports to limit the ability of such amounts are included officer, director, agent, employee, consultant, or independent contractor to engage in or continue or perform any conduct, activity, duties or practice relating to the Current LiabilitiesBusiness of Seller.

Employee Relations. (a) None Except as contemplated by Section 7.7 and as set forth on Schedule 3.25(a): (i) no director, officer, employee, consultant, contractor, Related Party or Affiliate of the Seller Parties Company is a party or will be entitled to any labor agreement transaction bonuses, change-in-control payments, acceleration of vesting or collective bargaining agreement benefits rights, severance rights, deferred compensation payments, retention bonus and similar obligations that are triggered by or payable in connection with the Transactions; (ii) the Company has fully accrued for all such bonuses, payments, rights, and Liabilities on the Interim Balance Sheet and has not made, and the Company is not otherwise obligated to make, any payment to any Person in connection with the Transactions; and (iii) no director, officer, employee, consultant, contractor, Related Party, or Affiliate of the Company is or will be entitled to any commission, other bonus, or similar payment (whether in the form of cash or otherwise) in respect of any sale, selling efforts or other activity arising prior to the Station Closing, except that which has been fully paid by the Company or covering any Employee specifically itemized as a Liability on the Estimated Balance Sheet. (b) No officer or other employee of the date hereof Company has voluntarily or involuntarily terminated employment in the last ninety (90) days and, to the Knowledge Company’s Knowledge, none intends to terminate employment with the Company prior to at or following the Closing (other than at the request of Buyer or retirements in the Ordinary Course of Business, but to the Company’s Knowledge, there are no pending retirements). (c) The Company is, and at all times in the last five (5) years has been, in compliance in all material respects with all currently applicable Law with respect to its employees, consultants, or service providers respecting employment, termination of employment, discrimination, harassment or retaliation in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and exempt and non-exempt under the FLSA), wages, hours, vacation and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any unfair labor practice. The Company has withheld all amounts required by Law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages, compensation, Taxes, penalties or other material sums for failure to comply with any of the Seller Partiesforegoing. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, there with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). The Company does not have any unsatisfied obligations under COBRA with respect to any former employees or qualifying beneficiaries thereunder, except for obligations that are not material in amount. Every employee of the Company who requires a visa, employment pass or other required Permit to work in the country in which he is employed has a current employment pass or such other required Permit and all necessary permission to remain in such country and perform services in that country, and the Company has obtained Forms I-9 from any such employee who has ever provided services in the United States. (d) There is not been presently any organizational effort made pending or, to the Company’s Knowledge, threatened: (i) strike, slowdown, picketing, work stoppage or threatened by employee grievance process affecting the Company; (ii) charge, grievance Proceeding or on behalf other claim against or affecting the Company relating to the alleged violation of any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable Governmental Authority; (iii) union organizational activity or other labor or employment dispute against or affecting the Company; or (iv) application for certification of a collective bargaining agent with respect to the Employeesemployees of the Company. The Company has not received an application for recognition of, nor have they done any act which, to the Company’s Knowledge, may be construed as recognition of, nor do they have, a works council. The Company is in compliance in all material respects with the United States Immigration Reform and Control Act. To the Company’s Knowledge, no employee of the Company is an undocumented alien. (be) Except as disclosed on Schedule 3.133.25(e), to the Company’s Knowledge, no current or former director, officer or employee of the Company has asserted any claim or has any reasonable basis to make a non-frivolous claim against the Company (whether under Law, any employment Contract or otherwise) on account of or for: (i) overtime pay, other than overtime pay for the current payroll period; (ii) wages or salaries, other than wages or salaries for the current payroll period; (iii) vacations, holidays, sick leave, time off or pay in lieu of vacation, holiday, sick leave or time off, other than vacation, holiday, sick leave or time off (or pay in lieu thereof) earned in the twelve (12)-month period immediately prior to the date of this Agreement; or (iv) any other amounts (including bonuses, benefits, reimbursement of business expenses or other employment-related payments) other than amounts accrued for on the Interim Balance Sheet. The Company has made all required payments to the relevant unemployment compensation reserve account with the appropriate Governmental Authorities with respect to its employees, and such accounts have positive balances. (f) No Liability has been asserted or is reasonably anticipated by the Company for discrimination or harassment on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, or gender identity or for any other Liability (statutory, contractual or otherwise) accruing from any employment practice of the Company or from the termination or variation of any Contract of employment or for services. The Company has no Liability under the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff Law. (g) Schedule 3.25(g)(i) contains a true, correct and complete list of all employees of the Company as of the date of this Agreement, no unfair labor practice charge against any together with their respective name; exempt or nonexempt status; date of hire; current rate of base salary or hourly wages, as applicable; amount of bonus (other than as contemplated by Section 7.7) and fringe benefits eligibility, if applicable; amount of accrued vacation; eligibility for commissions, if applicable; and location in which they primarily provide services to the Company. This Schedule 3.25(g)(i) shall include whether such service provider works in the jurisdiction of his or her service pursuant to a visa or work Permit and the terms of that work Permit. Schedule 3.25(g)(ii) sets forth a true, correct and complete list of all of the Seller Parties or any of its Affiliates in respect consultants, advisory board members and independent contractors of the Station is pending orCompany or ERISA Affiliate and, to the Knowledge of the Seller Partiesfor each service provider, threatened before the National Labor Relations Board(i) such individual’s compensation, any state labor relations board or any court or tribunal. As of the (ii) such individual’s initial date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationengagement and (iii) whether such engagement has been terminated by written notice by either party thereto. (ch) The Seller Parties and their Affiliates are To the Company’s Knowledge, no current or former employee of the Company is in material compliance with all applicable Laws violation of any term of any employment agreement, non-competition agreement or any restrictive covenant to a former employer relating to worker classification the right of any such employee (i) to be employed by the Company because of the Employeesnature of the Company’s business or (ii) to the use of Trade Secrets or proprietary information of others. To the Company’s Knowledge, no contractor or consultant of the Company is in violation of any term of any non-competition agreement or any restrictive covenant to a former employer relating to the right of any such contractor (i) to be providing services to the Company because of the nature of the Company’s business or (ii) to the use of Trade Secrets or proprietary information of others. (di) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties employees of the Company is authorized under applicable Law to work in his or her current position for the Company and their Affiliates has complied in all material respects with all applicable Laws relating the location where he or she currently provides services to labor the Company. (j) Except as set forth on Schedule 3.25(j), the employment of each employee of the Company is terminable at will without cost to the Company except for payments required under the Benefit Plans and employment, including laws relating to employment discrimination, labor relations, fair employment practices, the payment of wagesaccrued salaries or wages and pay in lieu of vacation, overtime pay and other compensationholiday, maximum hours of work, severance sick leave or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiestime off.

Employee Relations. (a) None of the Except as set forth on Schedule 5.16, Seller Parties is not a party to nor in any labor agreement way bound by any union or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, contract relating to the Knowledge of the it's employees. Seller Parties, there has not during the last three (3) years had, nor to Seller's knowledge, is there now or has there been threatened, any organizational effort made union organizing efforts, strikes, pickets, work stoppages, work slowdowns, lockouts, material arbitrations, material charges of unfair labor practice or threatened by grievances or on behalf of any other material labor union with respect to the Employeesdisputes against Seller. (b) Except as disclosed on set forth in Schedule 3.135.16, as there are no written charges or written complaints of discrimination pending or, to Seller's knowledge, threatened before any court or the date of this AgreementEqual Employment Opportunity Commission or any state or local agency, and to Seller's knowledge, no basis for any such claim exists. There are no unfair labor practice charge against charges, grievances or complaints pending or threatened in writing by or on behalf of any employee or group of employees of the Business which if resolved against Seller Parties could result in a material liability. Except as set forth in Section 5.16, there are no pending complaints, charges or any of its Affiliates in respect of the Station is pending orclaims made against Seller, or to the Knowledge Seller's knowledge, no such claims threatened by any public or governmental authority, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the employment or termination of the employment by Seller Parties, threatened before the National Labor Relations Board, of any state labor relations board or any court or tribunalindividual. As of the date of this AgreementExcept as set forth in Schedule 5.16, there is has been no strike mass layoff or other material labor dispute pending or, "plant closing" as defined by Workers Adjustment and Retraining Notification Act of 1988 with respect to Seller within the Knowledge of the Seller Parties, threatened in respect of the Stationsix (6) months prior to Closing. (c) The To Seller's knowledge, Seller Parties does not presently employ, and their Affiliates are in material compliance with all applicable Laws relating to worker classification of at no time during the Employeespast year did Seller employ, any illegal alien. (d) The Except as set forth on Schedule 5.16, no unions or other collective bargaining units have been or are required to be certified or recognized by Seller Parties as representing any of its employees and their Affiliates to Seller's knowledge there are in material compliance no existing union organizing efforts with respect to any of it's employees. (e) Seller has complied with all currently applicable Laws laws (including the Immigration Reform and Control Act of 1986) respecting employment, hours and wages, social security, withholding and payment of taxes, discrimination, safety and health with respect to employees and employment practices, terms and conditions except for immaterial non-compliance. (f) Schedule 5.16 sets forth the name, job title or position and total compensation paid by Seller to each employee of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent date set forth in such amounts are included in the Current Liabilitiesschedule.

Employee Relations. (a) None The Seller is in compliance with all material federal, state, local and foreign laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no arrears in the Seller Parties is a party to any labor agreement payment of wages or collective bargaining agreement in respect of the Station taxes or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made workers compensation assessments or threatened by or on behalf of any labor union with respect to the Employeespenalties. (b) Except as disclosed set forth on Schedule 3.13, as 2.15: (i) none of the date of this Agreement, Seller's Employees are represented by any labor union; (ii) there is no unfair labor practice charge complaint against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board Board or any court state, foreign, or tribunal. As of local agency affecting the date of this Agreement, Seller; (iii) there is no pending labor strike or other material labor dispute trouble affecting the Seller (including but not limited to any organizational campaign); (iv) there is no material labor grievance pending oragainst or affecting the Seller; (v) there is no pending organizing activities respecting the Seller's Employees; (vi) there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Seller is a party, or to the Knowledge best knowledge of the Seller, any basis for which a claim may be made under any collective bargaining agreement to which the Seller Partiesis a party affecting the Seller's Employees; and (vii) there is no pending litigation, threatened in respect or other proceeding or basis for an unasserted claim against the Seller by any employee or group of employees or independent contractor or group of independent contractors which is based on claims arising out of any employee's or group of employees' employment relationship with the Seller or any independent contractor's or group of independent contractors' independent consulting relationship with the Seller (insofar as such relationship pertains to the Business of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employmentSeller), including laws relating but not limited to employment claims for contract, tort, discrimination, labor relationsemployee benefits, fair employment practicescommissions, payment of wageswrongful termination, overtime pay age discrimination, sexual harassment, sexual discrimination and other compensation, maximum hours of work, severance any and all common law or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesstatutory claims.

Employee Relations. Except as set forth in the Disclosure Letter: (a) None To its Knowledge, M&M is in material compliance with all federal, state or other applicable laws, domestic or foreign, respecting employment and employment practices, terms and conditions of the Seller Parties is a party to any labor agreement or collective bargaining agreement employment and wages and hours of employment; (b) No legal claim in respect of the Station application for employment, employment or covering termination of employment of any Employee as of the date hereof andPerson has been asserted or, to the Knowledge of M&M and the Seller PartiesShareholder, threatened, against M&M; (c) To its Knowledge, M&M has not engaged, nor is it currently engaged, in any unfair labor practice; (d) No unfair labor practice complaint against M&M is pending before the National Labor Relations Board; (e) There is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge of M&M and the Shareholder, threatened against or involving M&M; (f) M&M is not a party to any collective bargaining agreement and no collective bargaining agreement is currently being negotiated by M&M; (g) None of the Employees is represented by a labor union; (h) To the Knowledge of M&M and the Shareholder, no petition has been filed or proceedings instituted by any Employee or group of Employees with any labor relations board seeking recognition of a bargaining representative; (i) To the Knowledge of M&M and the Shareholder, there has not been any is no organizational effort currently being made or threatened by or on behalf of any labor union to organize any Employees; (j) There are no other controversies or disputes pending between M&M and any of its Employees, except for such controversies and disputes with individual Employees arising in the Ordinary Course of Business that have not had and may not reasonably be expected to result in a material Liability of M&M; (k) M&M has taken any and all actions necessary to comply with the Worker Adjustment and Retraining Notification Act with respect to the Employees.any event or occurrence since M&M’s inception; and (bl) Except as disclosed on Schedule 3.13, as None of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties Employees has terminated his or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance her employment with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included M&M in the Current Liabilitieslast three (3) months or notified M&M or the Shareholder of any intention to terminate his or her employment.

Employee Relations. (a) None SCii and its Subsidiaries are in compliance with all applicable material French, European Union or foreign laws respecting labor matters, such as, without limitation, all environmental, health and safety questions, all immigration requirements, the establishment and function of the Seller Parties institutions representing employees or unions, social security and tax law matters, employment and employment practices, terms and conditions of employment and wages and hours, and it is a party to not engaged in any unfair labor agreement practice, and no arrears in the payment of wages or collective bargaining agreement social security taxes exist. Except as set forth in respect of Schedule 3.19, SCii, and its Subsidiaries are not the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf subject of any particular proceedings by the French Labor Inspector ("Inspecteur du Travail") or similar foreign authorities for failure to comply with French labor union with respect to the Employeeslaws. (b) Except SCii or its Subsidiaries have not made any agreements, whether directly or indirectly, with any labor union, employee association or other similar entity or made commitments to or conducted negotiations with any labor union or employee association or similar entity with respect to any future agreements except for those described in Schedule 3.19. No trade union, employee association or other similar entity has any bargaining rights acquired by either certification or voluntary recognition with respect to the employees of SCii or its Subsidiaries except as disclosed set forth in Schedule 3.19. Alis is not aware of any current attempts to organize or establish any other labor union, employee association or other similar entity. Applicable industry-wide collective bargaining agreements are set forth on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station3.19 hereto. (c) The Seller Parties To Alis' or that of the directors and their Affiliates are in material compliance with all applicable Laws officers (and employees responsible for employment matters) of SCii's knowledge, except for Xxxxx Xxxxx and Xxxxxx Xxxxxxx (who each shall resign or be terminated as of or prior to the Closing), no executive, key employee, or group of employees relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance SCii or its Subsidiaries has any plans to terminate employment with all currently applicable Laws respecting terms and conditions of employment for the EmployeesSCii or its Subsidiaries. There are no material actions, suits SCii or proceedings pending or, to the Knowledge of the Seller Parties, threatened against its Subsidiaries have not experienced any of the Seller Parties labor disputes or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating work stoppage due to labor and employment, including laws relating disagreements with regard to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance SCii's or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesits Subsidiaries' business.

Employee Relations. (a) None The Company and its Subsidiaries have entered into individualized written employment agreements with the executive officers (as such term is defined for purposes of Item 401 of Regulation S-K under the Securities Act) of the Seller Parties is a party Company and its Subsidiaries listed on Schedule 4.21(a) (the "Executive Officers"), true and complete copies of which have been delivered to any labor agreement or collective bargaining agreement in respect the Apollo Purchasers. To the knowledge of the Station or covering any Employee as Company, no Executive Officer of the date hereof and, Company or any Subsidiary is in violation of any material term of any employment contract or any other contract or agreement relating to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf relationship of any labor union such Executive Officer with respect the Company or any Subsidiary. The Company and each Subsidiary has operated and administered all plans, programs and arrangements providing compensation and benefits to employees in accordance with their terms and with all applicable laws except as would not reasonably be expected to have a Material Adverse Effect. To the EmployeesCompany's knowledge, no Executive Officer has any plans to terminate his or her employment with the Company or any Subsidiary, nor does the Company or any Subsidiary have any present intention to terminate the employment of any Executive Officer. (b) The Company and its Subsidiaries are not delinquent in payments to any of their employees, for any wages, salaries, commissions, bonuses or other direct compensation for any services performed through the date hereof or amounts required to be reimbursed to them to the date hereof except as would not reasonably be expected to have a Material Adverse Effect. The Company and it Subsidiaries are in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, labor, terms and conditions of employment and wages and hours, except as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed provided on Schedule 3.134.21(b), as neither the Company nor any Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral commitment or arrangement with any labor union, and, to the knowledge of the date of this AgreementCompany, no unfair labor practice charge against union has requested or has sought to represent any of the Seller Parties employees, representatives or Agents of the Company or any of its Affiliates in respect of the Station Subsidiary. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge knowledge of the Seller PartiesCompany, threatened before against or involving the National Labor Relations Board, any state labor relations board or any court or tribunal. As employees of the date Company or of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationany Subsidiary. (c) The Seller Parties All material (which shall include all "Material Contracts" involving the types of plans, contracts and their Affiliates are arrangements set forth in this Section 4.21(c)) bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plans, employment or severance contracts, health and medical insurance plans, life insurance and disability insurance plans, other material compliance with all applicable Laws relating to worker classification employee benefit plans, contracts or arrangements which cover employees or former employees of the EmployeesCompany or the Subsidiaries including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of ERISA (the "Employee Benefit Plans"), are listed on Schedule 4.21(c). Except as set forth on Schedule 4.21(c), no Employee Benefit Plan is or was collectively bargained for or has terms requiring assumption or any guarantee by the Purchaser. (d) The Seller Parties and their Affiliates There have been no violations of ERISA or the Code relating to any Employee Benefit Plan that could reasonably be expected to have a Material Adverse Effect. All Employee Benefit Plans, to the extent subject to ERISA, are in material substantial compliance with all currently applicable Laws respecting their terms and conditions ERISA, the Code, and all other applicable law except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. The Company has timely filed all required documents, notes and reports (including IRS Form 5500) for each such Employee Benefit Plan with all applicable Governmental Authorities and has timely furnished all required documents to the participants or beneficiaries of employment for each such Employee Benefit Plan except where the Employeesfailure to file or furnish such reports or documents would not reasonably be expected to have a Material Adverse Effect. There are The Company and the subsidiaries have not incurred and do not expect to incur any withdrawal liability with respect to a multiemployer plan under Subtitle E of Title IV of ERISA in an amount which could reasonably be expected to have a Material Adverse Effect. Neither any Employee Benefit Plan nor any single-employer plan of any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate") has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and no material actionsERISA Affiliate has an outstanding funding waiver. Neither the Company nor any of its subsidiaries has provided, suits or proceedings pending or, to the Knowledge knowledge of the Seller PartiesCompany, threatened against is required to provide, security to any Employee Benefit Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Seller Parties Code. All contributions required to be made under the terms of any Employee Benefit Plan have been timely made or their Affiliates by any Employee. Each have been reflected on the audited financial statements of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the ClosingCompany, except where the failure to the extent make such amounts are included in the Current Liabilitiescontributions would not reasonably be expected to have a Material Adverse Effect.

Employee Relations. (a) a. The Seller is in compliance with all material federal, state and local laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there is no arrearage in the payment of wages or taxes or workers compensation assessments or penalties. b. Except as set forth on Schedule 2.15: i. None of the Seller Parties is a party to Seller's Employees are represented by any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees.union; (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, ii. There is no unfair labor practice charge complaint against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, Board or any state labor relations board or any court or tribunallocal agency affecting the Seller; iii. As of the date of this Agreement, there There is no pending labor strike or or, to Seller's knowledge, other material labor dispute trouble affecting the Seller (including but not limited to any organizational campaign); iv. There is no material labor grievance pending against or affecting the Seller; v. There are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Seller is a party, or to the best knowledge of the Seller, any basis for which a claim may be made under any collective bargaining agreement to which the Seller is a party affecting the Seller's Employees; and vi. There is no pending litigation, or other proceeding or, to Seller's knowledge, basis for an unasserted claim against the Knowledge Seller by any employee or group of employees which is based on claims arising out of any employee's or group of employees' employment relationship with the Seller (insofar as such relationship pertains to the business of the Seller), including but not limited to claims for contract, tort, discrimination, employee benefits, wrongful termination and any and all common law or statutory claims. c. The Seller Partieshas previously provided the Buyer with a true, threatened in respect correct and complete list of the StationSeller's current payroll. (c) d. The Seller Parties has deducted and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, remitted to the Knowledge of the Seller Partiesrelevant governmental authority all income taxes, threatened against unemployment insurance contributions and any of the Seller Parties taxes or their Affiliates other amounts which it is required by statute to deduct and remit to any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesgovernmental authority.

Employee Relations. (a) None The Seller is in material compliance with all material federal, state, local and foreign laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no arrears in the Seller Parties is a party to any labor agreement payment of wages or collective bargaining agreement in respect of the Station taxes or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made workers compensation assessments or threatened by or on behalf of any labor union with respect to the Employeespenalties. (b) Except as disclosed set forth on Schedule 3.13, as 2.13: (i) none of the date of this Agreement, Seller's Employees are represented by any labor union; (ii) there is no unfair labor practice charge complaint against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board Board or any court state, foreign, or tribunal. As of local agency affecting the date of this Agreement, Seller; (iii) there is no pending labor strike or other material labor dispute trouble affecting the Seller (including but not limited to any organizational campaign); (iv) there is no material labor grievance pending oragainst or affecting the Seller; (v) there is no pending organizing activities respecting the Seller's Employees; (vi) except as set forth on Schedule 2.13, there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Seller is a party, or any collective bargaining agreement to which the Seller is a party affecting the Seller's Employees; and (vii) there is no pending litigation, or other proceeding against the Seller by any employee or group of employees or independent contractor or group of independent contractors which is based on claims arising out of any employee's or group of employees' employment relationship with the Seller or any independent contractor's or group of independent contractors' independent consulting relationship with the Seller (insofar as such relationship pertains to the Knowledge Business of the Seller PartiesSeller), threatened in respect of the Stationincluding but not limited to claims for contract, tort, discrimination, employee benefits, commissions, wrongful termination, age discrimination, sexual harassment, sexual discrimination and any and all common law or statutory claims. (c) The Seller Parties has not violated the Worker Adjustment and their Affiliates are in material compliance with Retraining Notification Act, 29 U.S.C. Sections 0000-00 (xxx "XXXX Xxx") or any similar state or local law and has provided all applicable Laws relating requisite notices pursuant to worker classification of the EmployeesWARN Act. Since July 1, 1998, the Seller has terminated sixty (60) employees. (d) The Seller Selling Parties and their Affiliates are in material compliance with hereby acknowledge that, except as otherwise set forth herein, the Buyer has no current plans to offer employment to all currently applicable Laws respecting of the Seller's Employees affected by the transactions contemplated hereby. The Buyer may, however, offer employment to some of the Seller's Employees under such terms and conditions of employment for as may be set by the EmployeesBuyer. There are no material actionsThe Selling Parties agree and acknowledge that, suits or proceedings pending orexcept as otherwise set forth herein, to the Knowledge of Buyer shall not assume any collective bargaining agreement between the Seller Parties, threatened against and any of the Seller Parties or their Affiliates by Seller's Employees, notwithstanding any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except specific terms to the extent contrary contained in any such amounts are included in the Current Liabilitiescollective bargaining agreement.

Employee Relations. (a) None Schedule 3.18 contains a list of all of the employees of the Seller Parties Entities at the Facilities, their current salary or wage rates, bonus and other compensation for 2001, Accrued PTO and sick days, period of service, and whether such employees are part-time or full-time. Except as set forth on Schedule 3.18, all employees of the Facilities are employees of the Seller Entities. To the knowledge of Seller, there is a party no threatened employee strike, work stoppage, or labor dispute pertaining to the Facilities. To the knowledge of Seller, no union representation question exists respecting any labor agreement or employees of the Seller Entities. No collective bargaining agreement in exists or is currently being negotiated by the Seller Entities, no written demand has been made for recognition by a labor organization by or with respect to any employees of the Station Seller Entities, no union organizing activities by or covering with respect to any Employee as employees of the date hereof andSeller Entities are, to the Knowledge knowledge of Seller, taking place, and to the knowledge of Seller none of the employees of the Seller Parties, there has not been any organizational effort made or threatened Entities is represented by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, or organization. There is no unfair labor practice charge claim against any of the Seller Parties or any of its Affiliates in respect of the Station is Entities pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, nor any state labor relations board strike, dispute, slowdown, or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute stoppage pending or, to the Knowledge knowledge of the Seller PartiesSeller, threatened in respect of against or involving the Station. Facilities, and none has occurred within the last five (c5) years. The Seller Parties and their Affiliates Entities are in compliance in all material compliance respects with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties federal and their Affiliates are in material compliance with all currently applicable Laws state laws respecting employment and employment practices, terms and conditions of employment for the Employeesemployment, and wages and hours. There The Seller Entities are no not engaged in any unfair labor practices which could have a material actions, suits or proceedings pending oradverse effect on any Seller Entity. The Seller Entities have, to the Knowledge knowledge of the Seller PartiesSeller, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating requirements of the Immigration and Reform and Control Act of 1986. Except as set forth on Schedule 3.18, there are no pending or, to labor the knowledge of Seller, threatened EEOC claims, OSHA complaints, union grievances, wage and employmenthour claims, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safetyunemployment compensation claims, workers’ compensation, and affirmative action. Each Employee has been paid, ' compensation claims or by the Closing, will have been paid, all wages, sums and other compensation owed to them as like involving present employees of Seller Entities or Seller regarding services at any of the Closing, except to the extent such amounts are included in the Current LiabilitiesFacilities.

Employee Relations. (a) None The Company and each of its Subsidiaries are, and since December 31, 2016, have been, in material compliance with all applicable employment Laws relating to discrimination or harassment in employment; terms and conditions of employment; termination of employment; wages; hours; overtime classification, consultants and independent contractors; occupational safety and health; employee whistle-blowing; employee privacy; background checks regarding employees and applicants; collective bargaining; unemployment insurance; the Seller Parties is a party to collection and payment of withholding and/or social security taxes and any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employeessimilar tax. (b) Except as disclosed set forth on Schedule 3.13, as Section 3.20(b) of the date of this AgreementCompany Disclosure Schedules, there are, and since December 31, 2016, have been no unfair labor practice charge pending or threatened in writing (i) Proceedings, or (ii) investigations or audits by any Governmental Entity against any of or affecting the Seller Parties Company or any of its Affiliates Subsidiaries and relating to discrimination or harassment in respect employment; terms and conditions of employment; termination of employment; wages; overtime classification; hours; classification of consultants and independent contractors; occupational safety and health; employee whistle-blowing; immigration and employment eligibility verification; employee privacy or background checks. (c) Neither the Company nor any of its Subsidiaries is or has been a party to, or bound by, any labor agreement, collective bargaining agreement, works council agreement or any other labor-related agreement or arrangement with any labor union, trade union or labor organization (collectively, a “Collective Bargaining Agreement”). There are no Collective Bargaining Agreements that pertain to any of the Station employees of the Company or any of its Subsidiaries. (i) No labor union, trade union, labor organization, works council or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and (ii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing. To the knowledge of the Company, there are no organizing activities with respect to the employees of the Company or any of its Subsidiaries. Since December 31, 2016, there have been no actual, or threatened in writing, arbitrations, labor disputes, material grievances, strikes, lockouts, slowdowns or work stoppages against or affecting the Company or any of its Subsidiaries. (d) Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, a consent decree with or by any Governmental Entity relating to employees or employment practices. Neither the Company nor any of its Subsidiaries has received since December 31, 2016 any written notice of intent by any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation or initiate a Proceeding relating to the Company or any of its Subsidiaries. (e) Every employee of the Company and its Subsidiaries has all work permits, immigration permits, visas, or other authorizations required by applicable Law. (f) The Company has provided a representative sample of the terms of engagement applicable to the persons who supply services to the Company in the capacity of an independent contractor. Each person who is a current or former service provider of the Company and its Subsidiaries has at all times since December 31, 2016 been properly classified: (i) as either an employee or independent contractor under applicable Law; and (ii) for employees, overtime exempt or non-exempt under applicable Law. (g) Since December 31, 2016, neither the 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 site of employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries. (h) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries, nor any independent contractor with whom the Company or any of its Subsidiaries has contracted, is in material violation of any employment Contract, consulting Contract, non-disclosure agreement, non-competition agreement, non-solicitation agreement or proprietary information agreement relating to employment with, or provision of services to, the Company or any of its Subsidiaries, or to confidential or proprietary information, Intellectual Property, competition or related matters. Since December 31, 2016, neither the Company nor any of its Subsidiaries has received any written notice alleging that any such violation has occurred. (i) There are no, and since December 31, 2016, there have not been, any Proceedings pending or, to the Knowledge Company’s knowledge, threatened, against any current or former director, officer or employee of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board Company or any court of its Subsidiaries, in each case, involving allegations of harassment or tribunal. As discrimination by any officer or employee of the date Company or any of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge its Subsidiaries. Except as set forth on Section 3.20(i) of the Seller PartiesCompany Disclosure Schedules, threatened in respect since December 31, 2016, no member of the Station. (c) The Seller Parties and their Affiliates are in material compliance Company or any of its Subsidiaries has been a party to a settlement agreement with all applicable Laws relating to worker classification a current or former officer, employee or independent contractor of any member of the Employees. Company or any of its Subsidiaries resolving allegations of sexual harassment by either (di) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions an officer of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge any member of the Seller Parties, threatened against Company or any of the Seller Parties its Subsidiaries or their Affiliates by (ii) an employee of any Employee. Each member of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment Company or any of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesits Subsidiaries.

Employee Relations. (a) None of Except as described in the Disclosure Letter, the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof andnot, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the EmployeesDivision (a) a party to or otherwise bound by any collective bargaining or other type of union agreement, (b) a party to, involved in or, to the knowledge of the Seller, threatened by, any labor dispute, unfair labor practice charge or union organizing campaign, or (c) currently negotiating any collective bargaining agreement, and the Seller has not experienced any work stoppage during the last three years. (b) Except as disclosed on Schedule 3.13, as With respect to the employees of the date of this AgreementDivision, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates is in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor respecting employment and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment terms and conditions of wagesemployment and wages and hours, and is not engaged in any unfair labor practice. With respect to the employees of the Division, there are no outstanding claims against the Seller (whether under Law, Contract, policy, or otherwise) asserted by or on behalf of any such present or former employee on account of or for (i) overtime pay, other than overtime pay for work done in the current payroll period, (ii wages or salary for any period other than the current payroll period, (ii any amount of vacation pay or pay in lieu of vacation time off, other than vacation time off or pay in lieu thereof earned in or in respect of the current fiscal year, (iv) any amount of severance pay or similar benefits, (v) unemployment insurance benefits, (vi) workers' compensation or disability benefits, (vii) any material violation of any Law relating to plant closings, employment terminations or layoffs, including but not limited to The Workers Adjustment and other compensationRetraining Act, (viii) any violation of any Law relating to employee "whistleblower" or "right-to-know" rights and protection, (ix) any material violation of any Law relating to the employment obligations of federal contractors or subcontractors or (x) any violation of any Law relating to minimum wages or maximum hours of work, severance and the Seller is not aware of any such claims which have not been asserted. No Person (including any governmental body) has asserted or termination pay, leave threatened any claims against the Seller under or arising out of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, any Law relating to discrimination or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included occupational safety in the Current Liabilitiesemployment or employment practices.

Employee Relations. (ai) None All material bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock plan, stock option or award plan, health and medical insurance plans, life insurance and disability insurance plans, other material employee benefit plans, contracts or arrangements which cover multiple employees of the Seller Parties Company or the Subsidiaries including, but not limited to, "employee benefit plans" within the meaning of ERISA (collectively, the "Employee Benefit Plans"), are listed in paragraph 2(x)(i) of the Schedule of Exceptions. No Employee Benefit Plans are or were collectively bargained for or have terms requiring assumption of any guarantee by the Investor. (ii) There have been no violations of ERISA or the Code by the Company or any of the Subsidiaries relating to any Employee Benefit Plan. Each of the Company and its Subsidiaries has timely filed all documents, notes and reports (including IRS Form 5500) for each such Employee Benefit Plan with all applicable governmental authorities and has timely furnished all required documents to the participants or beneficiaries of each such Employee Benefit Plans. (iii) The Company and its Subsidiaries have operated and administered all plans, programs and arrangements providing compensation and benefits to employees materially in accordance with their terms and applicable laws. (iv) The Company and its Subsidiaries are not delinquent in payments to any of their employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed through the date hereof. The Company and its Subsidiaries are in compliance with all applicable federal and state laws, rules and regulations respecting employment, employment practices, labor, terms and conditions of employment and wages and hours, except for either immaterial instances of noncompliance or instances of noncompliance of which the Company is a unaware. Neither the Company nor any Subsidiary is party to any labor agreement or collective bargaining agreement in respect of the Station agreement. There is no labor strike, dispute, slowdown or covering any Employee as of the date hereof andstoppage actually pending or, to the Knowledge knowledge of the Seller PartiesCompany, there has not been threatened against or involving the Company or any organizational effort made Subsidiary. (v) No director, officer or threatened by other employee of the Company or on behalf any Subsidiary will become entitled to any retirement, severance or similar benefit or enhanced or accelerated benefit (including any acceleration of any labor union vesting or lapse of repurchase rights or obligations with respect to the Employees. (bany Employee Benefit Plan) Except solely as disclosed on Schedule 3.13, as a result of the date of transactions contemplated in this Agreement, ; and no unfair labor practice charge against payment made or to be made to any current or former employee or director of the Seller Parties Company or any of its Affiliates in respect by reason of the Station transactions contemplated hereby (whether alone or in connection with any other event, including, but not limited to, a termination of employment) will constitute an "excess parachute payment" within the meaning of Section 280G of the Code. (vi) The Company and each of its Subsidiaries (A) has withheld all amounts required by law or agreement to be withheld from wages, salaries and other payments to its employees and former employees or has remedied any failure to do so, (B) is not liable for any arrearages of wages and (iii) is not liable for Taxes or penalties for failure to withhold or pay wages when due. There are no complaints pending or, to the Knowledge of the Seller PartiesCompany's knowledge, threatened before any governmental authority alleging unfair labor practices or unlawful discrimination nor, to the National Labor Relations BoardCompany's knowledge, is there any state labor relations board or basis for any court or tribunalsuch claim. As of the date of this Agreement, there is There are no strike or other material labor dispute pending existing or, to the Knowledge of the Seller PartiesCompany's knowledge, threatened in respect labor strikes, disputes, grievances, controversies or other labor troubles affecting the Company or any of the Stationits Subsidiaries. (cvii) The Seller Parties Each employee and their Affiliates are in material compliance with all applicable Laws relating to worker classification consultant or independent contractor of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits Company or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of its Subsidiaries whose material duties include the Seller Parties development of products or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensationIntellectual Property Rights, and affirmative action. Each Employee each former employee and consultant or independent contractor whose material duties included the development of products or Intellectual Property Rights, has been paid, entered into and executed an invention assignment and confidentiality agreement or by the Closing, will have been paid, all wages, sums an employment or consulting agreement containing terms with respect to invention assignments and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesconfidentiality.

Employee Relations. (a) None Section 5.15(a) of the Seller Parties is a party Disclosure Schedule sets forth the names, date of hire, the rate of compensation (and the portions thereof attributable to any labor agreement or collective bargaining agreement in respect salary and bonuses, respectively), the amount of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, accrued but unused vacation time as of the date of this Agreement, and work location of all current employees of Seller. Section 5.15(a) of the Disclosure Schedule also includes the names of all employees of Seller currently on short-term or long-term disability leave, workers’ compensation leave, leave under the Family Medical Leave Act, and any other leave. To the Knowledge of Seller, no key employee or group of employees has any plans to terminate employment with Seller. (b) Except as set forth in Section 5.15(b) of the Disclosure Schedule, (i) Seller has not entered into any collective bargaining agreement or other Contractual Obligation with any employee, union, labor organization or other employee representative or group of employees and, to the Knowledge of Seller, no such organization or Person has made or is making any attempt to organize or represent employees of Seller; (ii) there is no pending grievance or arbitration and no unsatisfied or unremedied grievance or arbitration award against Seller or any agent, representative or employee of Seller and, to the Knowledge of Seller, there is no basis for any such grievance or arbitration; (iii) there is no unfair labor practice charge against any charge, pending trial of unfair labor practice charges, unremedied unfair labor practice finding or adverse decision of the National Labor Relations Board or administrative law judge thereof, against Seller Parties or any agent, representative or employee of its Affiliates in respect Seller and, to the Knowledge of the Station Seller, there is no basis for any such unfair labor practice charge; and (iv) there is not pending or, to the Knowledge of the Seller PartiesSeller, threatened before the National Labor Relations Boardwith respect to Seller or its employees any labor dispute, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or work stoppage. (c) Without limiting the generality of Section 5.10, Seller is in compliance with all applicable Laws and Contractual Obligations relating to employment, and the payment and withholding of Taxes and other material labor dispute pending similar obligations. Seller has not received any written or, to the Knowledge of the Seller PartiesSeller, threatened in respect oral notice of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification any violation of the Employeesany such Law or Contractual Obligation. (d) The Except as set forth in Section 5.15(d) of the Disclosure Schedules, no current or former employee of Seller Parties and their Affiliates are is owed by Seller overtime pay, wages or salary for any period other than the current payroll period, vacation, holiday or other time off or pay in material compliance with all currently applicable Laws respecting terms and conditions lieu thereof (other than time off or pay in lieu thereof earned in respect of employment for the Employees. There are no material actionscurrent year), suits or proceedings pending or, any amount arising from any violation of any Law or Contractual Obligation relating to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensationfringe benefits, maximum wage supplements or hours of work. (e) Seller is not, nor immediately after the Closing will be, liable for severance pay or termination pay, leave any other payment of absence, immigration, monies to any employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paidof Seller as a result of the execution of this Agreement or Seller’s performance of its terms, or by for any other reason in any way related to the Closing, will have been paid, all wages, sums and other compensation owed to them as consummation of the Closing, except to the extent such amounts are included in the Current Liabilitiestransactions contemplated hereby.

Employee Relations. (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee Except as of the date hereof and, to the Knowledge of the Seller Partiesset forth on Schedule 3.17(a) hereto, there has not been within the last three (3) years, there is not presently pending, or to Seller’s Knowledge, threatened, and no event has occurred or circumstance exists, in either case known to Seller, that could provide the basis for, any strike, slowdown, picketing, work stoppage, or employee grievance process, or any proceeding against or affecting Seller or Parkside relating to an alleged violation of any Applicable Law pertaining to labor relations, including any charge, complaint, or unfair labor practices claim filed by an employee, union, or other Person with the National Labor Relations Board or any comparable Governmental Authority, organizational effort activity, or other labor dispute against or affecting Seller. With respect to Seller’s Employees, (i) no collective bargaining agreement exists or is currently being negotiated by Seller; (ii) to Seller’s Knowledge, no application for certification of a collective bargaining agent is pending; (iii) no demand on Seller has been made for recognition by a labor organization; (iv) to Seller’s Knowledge, no union representation question exists or threatened union organizing activities are taking place; and (v) none of Seller’s Employees is represented by or on behalf of any labor union with respect to the Employeesor organization. (b) Except as disclosed on Schedule 3.13To Seller’s knowledge, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws Applicable Law relating to labor employment; employment practices; terms and conditions of employment; equal employment opportunity; nondiscrimination; immigration; wages; hours; benefits; payment of employment, including laws relating social security, and similar taxes; occupational safety and health; and plant closing related to employment discriminationParkside, labor relationsthe non-compliance with which would reasonably be expected to result in any material liability. Except as set forth in Schedule 3.17(b), fair employment practices, Seller is not liable for the payment of wages, overtime pay and other any compensation, maximum hours damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of workthe foregoing. Except as set forth in Schedule 3.17(b), severance there are no pending or, to Seller’s Knowledge, threatened claims before the Equal Employment Opportunity Commission (or termination paycomparable state agency), leave of absencecomplaints before the Occupational Safety and Health Administration (or comparable state agency), immigrationwage and hour claims, employee classification, recordkeeping, employee health and safetyunemployment compensation claims, workers’ compensation, and affirmative action. Each Employee has been paidcompensation claims, or the like related to Parkside. (c) Seller has made available for inspection by Buyer the personnel records of all of Seller’s Employees who provide services at Parkside and the salary or wage records for such Employees including records reflecting PTO that is accrued or credited but unused or unpaid. Schedule 3.17(c) lists each employment, consulting, independent contractor, bonus, or severance agreement to which Seller is a party and which relates primarily to the operation of Parkside (copies of each having been made available for inspection by Buyer). Schedule 3.17(c) lists the employees of Seller who had an “employment loss,” as such term is defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), within the ninety (90) days preceding the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except ; in relation to the extent foregoing, Seller has not violated the WARN Act or any similar state or local legal requirements. Except as set forth in Schedule 3.17(c), to Seller’s Knowledge, no officer, director, agent, employee, consultant, or independent contractor of Seller is bound by any contract that purports to limit the ability of such amounts are included officer, director, agent, employee, consultant, or independent contractor to engage in the Current Liabilitiesor continue or perform any conduct, activity, duties or practice relating to Parkside.

Employee Relations. (a) None The Company and its Subsidiaries have entered into individualized written employment agreements with the key executive officers or employees of the Seller Parties is a party Company and its Subsidiaries listed on Schedule 4.22(a), true and complete copies of which have been delivered to any labor agreement or collective bargaining agreement in respect Purchaser. To the best knowledge of the Station Company, no key employee of or covering any Employee as of the date hereof and, key consultant to the Knowledge of the Seller Parties, there has not been Company or any organizational effort made or threatened by or on behalf Subsidiary is in violation of any labor union material term of any employment contract or any other contract or agreement relating to the relationship of any such employee or consultant with the Company or any Subsidiary. Except as set forth on Schedule 4.22(a), the Company and each Subsidiary has operated and administered all plans, programs and arrangements providing compensation and benefits to employees in accordance with their terms and with all applicable laws except for, with respect to applicable laws, either immaterial instances of noncompliance or instances of noncompliance of which the EmployeesCompany is unaware which may be reasonably cured without the incurrence by the Company or the Subsidiary of any material cost or liability. To the Company's best knowledge, no key employee has any plans to terminate his or her employment with the Company or any Subsidiary, nor does the Company or any Subsidiary have any present intention to terminate the employment of any key employee. (b) Except as disclosed on Schedule 3.13The Company and its Subsidiaries are not delinquent in payments to any of their employees, as for any wages, salaries, commissions, bonuses or other direct compensation for any services performed through the date hereof or amounts required to be reimbursed to them to the date hereof. The Company and it Subsidiaries are in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, labor, terms and conditions of employment and wages and hours, except for either immaterial instances of noncompliance or instances of noncompliance of which the Company is unaware which may be reasonably cured without the incurrence by the Company or the Subsidiary of any material cost or liability. Neither the Company nor any Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral commitment or arrangement with any labor union, and, to the best knowledge of the date of this AgreementCompany, no unfair labor practice charge against union has requested or has sought to represent any of the Seller Parties employees, representatives or Agents of the Company or any of its Affiliates in respect of the Station Subsidiary. There is no labor strike, dispute, slowdown or stoppage actually pending or, to the Knowledge best knowledge of the Seller PartiesCompany, threatened before against or involving the National Labor Relations Board, any state labor relations board Company or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the StationSubsidiary. (c) The Seller Parties All bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and their Affiliates are in stock option plans, employment or severance contracts, health and medical insurance plans, life insurance and disability insurance plans, other material compliance with all applicable Laws relating to worker classification employee benefit plans, contracts or arrangements which cover employees or former employees of the EmployeesCompany or the Subsidiaries including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of ERISA (the "Employee Benefit Plans"), are listed on Schedule 4.22 (c). No Employee Benefit Plan are or were collectively bargained for or has terms requiring assumption or any guarantee by the Purchaser. (d) There have been no violations of ERISA or the Code that could reasonably be expected to have a Material Adverse Effect relating to any Employee Benefit Plan. The Seller Parties Company has timely filed all documents, notes and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment reports (including IRS Form 5500) for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects each such Employee Benefit Plan with all applicable Laws relating to labor Governmental Authorities and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, timely furnished all wages, sums and other compensation owed to them as of the Closing, except required documents to the extent participants or beneficiaries of each such amounts are included in the Current LiabilitiesEmployee Benefit Plans.

Employee Relations. (a) There has not occurred, or to the Knowledge of Sellers been threatened, any strikes, slow downs, picketing, work stoppages, concerted refusals to work overtime or other similar labor activities by employees of either of the Sellers. None of Knight, Holdings, or either of the Seller Parties Sellers is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union agreements with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as employees of either of the date of this Agreement, Sellers. There are no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending unions or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, Sellers other labor representatives or organizations purporting to represent or attempting to represent any state labor relations board or any court or tribunal. As employee of either of the date Sellers. (b) Neither Knight, Holdings nor either of this Agreementthe Sellers has violated any Law or Governmental Order of any Governmental Authority regarding the terms and conditions of employment of employees, there is no strike former employees or prospective employees of either of the Sellers or other material labor dispute pending orrelated matters, including laws, rules, regulations, orders, rulings, decrees, judgments, and awards relating to the Knowledge wages, hours, immigration, workers’ compensation, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violation of the Seller Partiespersonal rights of employees, threatened in respect former employee or prospective employees of any of the StationSellers, except where such violation would not result in a material Liability of either of the Sellers. (c) The Seller Parties and their Affiliates There are no material complaints, charges or claims against either of the Sellers, or to the Knowledge of Sellers, have any been threatened to be brought by or filed with any Governmental Authority, based on, arising out of, in material compliance connection with all applicable Laws or otherwise relating to worker classification the employment (or termination of employment) by either of the EmployeesSellers of any individual, including individuals classified as independent contractors or “leased employees” (within the meaning of Section 414(n) of the Code), or the failure to employ any individual, including any claim relating to employment discrimination, equal pay, employee safety and health, immigration, wages and hours or worker’s compensation. (d) The Seller Parties Since January 1, 2001, none of Knight, Holdings or either of the Sellers has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions Retraining Notification Act (the “WARN Act”) or any similar state, local or foreign Law) affecting any site of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge one or more facilities or operating units within any site of employment or facility of either of the Seller PartiesSellers or (ii) a “mass layoff” (as defined in the WARN Act, threatened against or any similar state, local, or foreign Law) affecting any site of employment or facility of either of the Seller Parties or their Affiliates by any Employee. Each Sellers, in each case, with respect to which either of the Seller Parties and their Affiliates Sellers has complied in all or would reasonably be expected to have any material respects with all applicable Laws Liability. (e) Neither of the Sellers has any material Liability under any Law relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment protection of wages, overtime pay and other compensation, maximum hours of work, severance human health or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee Except as of the date hereof and, to the Knowledge of the Seller Partiesset forth on Schedule 3.18 hereto, there has not been within the last three (3) years, there is not presently pending, or to the Knowledge of Seller threatened, and no event has occurred or circumstance exists that could provide the basis for any strike, slowdown, picketing, work stoppage, or employee grievance process, or any proceeding against or affecting the Hospital relating to an alleged violation of any legal requirements pertaining to labor relations, including any charge, complaint, or unfair labor practices claim filed by an employee, union, or other person with the National Labor Relations Board or any comparable governmental body, organizational effort activity, or other labor dispute against or affecting the Hospital. With respect to the Hospital employees, no collective bargaining agreement exists or is currently being negotiated by Seller; no application for certification of a collective bargaining agent is pending; no demand has been made or threatened for recognition by or on behalf a labor organization; no union representation question exists; no union organizing activities are taking place; and none of the Hospital employees is represented by any labor union with respect to the Employeesor organization. (b) Except as disclosed on Schedule 3.13Seller has complied in all respects with all material legal requirements relating to employment; employment practices; terms and conditions of employment; equal employment opportunity; nondiscrimination; immigration; wages; hours; benefits; payment of employment, as social security, and similar taxes; occupational safety and health; and plant closing related to the Hospital. To Seller’s Knowledge, Seller is not liable for the payment of the date of this Agreementany compensation, no unfair labor practice charge against damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the Seller Parties or any of its Affiliates foregoing legal requirements. Except as set forth in respect of the Station is Schedule 3.18(b), there are no pending or, to the Knowledge of the Seller PartiesSeller, threatened claims before the National Labor Relations BoardEqual Employment Opportunity Commission (or comparable state agency), any complaints before the Occupational Safety and Health Administration (or comparable state labor relations board agency), wage and hour claims, unemployment compensation claims, workers’ compensation claims, or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, like related to the Knowledge of the Seller Parties, threatened in respect of the StationHospital. (c) The Seller Parties has provided to Buyer the personnel records of all of Seller’s employees who provide services at the Hospital and their Affiliates are in material compliance with all applicable Laws relating the salary or wage records for such employees including records reflecting sick, paid-time-off, vacation leave, and extended illness benefits that is accrued or credited but unused or unpaid. Seller has provided to worker classification Buyer copies of each employment, consulting, independent contractor, bonus, or severance agreement to which Seller is a party and which relates to the operation of the Employees. Hospital. Schedule 3.18(c) sets forth the employees who had an “employment loss,” as such term is defined in the Worker Adjustment and Retraining Notification Act (dthe “WARN Act”), within the ninety (90) The days preceding the Closing; in relation to the foregoing, Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for has not violated the EmployeesWARN Act or any similar state or local legal requirements. There are no material actions, suits or proceedings pending or, to To the Knowledge of the Seller, no officer, director, agent, employee, consultant, or independent contractor of Seller Parties, threatened against any of the Seller Parties or their Affiliates is bound by any Employee. Each contract that purports to limit the ability of the Seller Parties and their Affiliates has complied such officer, director, agent, employee, consultant, or independent contractor to engage in all material respects with all applicable Laws or continue or perform any conduct, activity, duties or practice relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment the business of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current LiabilitiesSeller.

Employee Relations. (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee Except as of the date hereof and, to the Knowledge of the Seller Partiesset forth on Schedule 3.18 hereto, there has not been within the last three (3) years, there is not presently pending, or to Seller’s Knowledge, threatened, and no event has occurred or circumstance exists that could provide the basis for, any strike, slowdown, picketing, work stoppage, or employee grievance process, or any proceeding against or affecting Seller or the Healthcare Facilities relating to an alleged violation of any legal requirements pertaining to labor relations, including any charge, complaint, or unfair labor practices claim filed by an employee, union, or other Person with the National Labor Relations Board or any comparable governmental body, organizational effort activity, or other labor dispute against or affecting Seller. With respect to Seller employees, (i) no collective bargaining agreement exists or is currently being negotiated by Seller; (ii) to Seller’s Knowledge, no application for certification of a collective bargaining agent is pending; (iii) no demand on Seller has been made for recognition by a labor organization; (iv) to Seller’s Knowledge, no union representation question exists or threatened union organizing activities are taking place; and (v) none of Seller employees is represented by or on behalf of any labor union with respect to the Employeesor organization. (b) Except as disclosed on Schedule 3.13, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws legal requirements relating to labor employment; employment practices; terms and conditions of employment; equal employment opportunity; nondiscrimination; immigration; wages; hours; benefits; payment of employment, including laws relating social security, and similar taxes; occupational safety and health; and plant closing related to employment discriminationthe Healthcare Facilities, labor relationsthe non-compliance with which would reasonably be expected to result in any material liability. Except as set forth in Schedule 3.18(b), fair employment practices, Seller is not liable for the payment of wages, overtime pay and other any compensation, maximum hours damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of workthe foregoing legal requirements. Except as set forth in Schedule 3.18(b), severance there are no pending or, to Seller’s Knowledge, threatened claims before the Equal Employment Opportunity Commission (or termination paycomparable state agency), leave of absencecomplaints before the Occupational Safety and Health Administration (or comparable state agency), immigrationwage and hour claims, employee classification, recordkeeping, employee health and safetyunemployment compensation claims, workers’ compensation, and affirmative action. Each Employee has been paidcompensation claims, or the like related to the Hospital. (c) Seller has made available for inspection by Buyer the personnel records of all of Seller’s employees who provide services at the Healthcare Facilities and the salary or wage records for such employees including records reflecting paid-time-off that is accrued or credited but unused or unpaid. Schedule 3.18(c) contains copies of each employment, consulting, independent contractor, bonus, or severance agreement to which Seller is a party and which relates primarily to the operation of the Healthcare Facilities. Schedule 3.18(c) sets forth the employees who had an “employment loss,” as such term is defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), within the ninety (90) days preceding the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except ; in relation to the extent foregoing, Seller has not violated the WARN Act or any similar state or local legal requirements. Except as set forth in Schedule 3.18(c), to Seller’s Knowledge, no officer, director, agent, employee, consultant, or independent contractor of Seller is bound by any contract that purports to limit the ability of such amounts are included officer, director, agent, employee, consultant, or independent contractor to engage in or continue or perform any conduct, activity, duties or practice relating to the Current Liabilitiesbusiness of Seller.

Employee Relations. (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as As of the date hereof andhereof, KBank is in all material respects in compliance with all Federal and state laws, regulations, and orders respecting employment and employment practices (including, without limitation, Title 7 of the Civil Rights Act of 1964), terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no pending, or to the Knowledge knowledge of KBank, threatened actions, suits, or proceedings, administrative, arbitrarial, civil, criminal or otherwise, seeking to impose on KBank any penalty, or to recover any damages from KBank or any person to whom it may be obligated to provide indemnification or defense, as a result of the Seller Parties, there has not been any organizational effort made violation or threatened by or on behalf alleged violation of any labor union of such employment related laws, regulations, or orders, and there is no basis for any of the foregoing. As of the date hereof, no dispute exists between KBank and any of its employee groups regarding employee organization, wages, hours, or conditions of employment which would materially interfere with respect to the Employeesbusiness or operations of KBank. (b) Except as disclosed on Schedule 3.13, as As of the date of this Agreementhereof, there are no labor or collective bargaining agreements binding upon KBank or to which KBank is a party, and, except as set forth in Schedule 7.14, no unfair labor practice charge against any of the Seller Parties employment, severance, change in control or any of its Affiliates in respect of the Station consulting agreements binding upon KBank, or to which KBank is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunala party. As of the date hereof, KBank is not aware of this Agreementany attempts to organize a collective bargaining unit to represent any of its employee groups. All contributions due on or prior to the date hereof to any pension, there is no strike profit-sharing, or similar plan of KBank have been paid or provided for in accordance with the Employee Retirement Income Security Act of 1974, as amended, and all other applicable Federal and state statutes and regulations. Schedule 7.14 sets forth each employment contract, deferred compensation, non-competition, bonus, stock option, profit sharing, pension, retirement, change in control, severance, incentive, and insurance arrangement or plan, and any other remunerative or fringe benefit arrangement applicable to KBank, discretionary and nondiscretionary, vested and unvested, including, without limitation, the amounts currently payable pursuant to any employment agreement or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationsuch arrangement. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as As of the date hereof andhereof, HFS is in all material respects in compliance with all Federal and state laws, regulations, and orders respecting employment and employment practices (including, without limitation, Title 7 of the Civil Rights Act of 1964), terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no pending, or to the Knowledge knowledge of HFS, threatened actions, suits, or proceedings, administrative, arbitrarial, civil, criminal or otherwise, seeking to impose on HFS any penalty, or to recover any damages from HFS or any person to whom it may be obligated to provide indemnification or defense, as a result of the Seller Parties, there has not been any organizational effort made violation or threatened by or on behalf alleged violation of any labor union of such employment related laws, regulations or orders, and there is no basis for any of the foregoing. As of the date hereof, no dispute exists between HFS and any of its employee groups regarding employee organization, wages, hours, or conditions of employment which would materially interfere with respect to the Employeesbusiness or operations of HFS. (b) Except as disclosed on Schedule 3.13, as As of the date of this Agreementhereof, there are no labor or collective bargaining agreements binding upon HFS or to which HFS is a party, and, except as set forth in Schedule 8.13, no unfair labor practice charge against any of the Seller Parties employment, severance, change in control or any of its Affiliates in respect of the Station consulting agreements binding upon HFS, or to which HFS is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunala party. As of the date hereof, HFS is not aware of this Agreementany attempts to organize a collective bargaining unit to represent any of its employee groups. All contributions due on or prior to the date hereof to any pension, there is no strike profit-sharing, or similar plan of HFS have been paid or provided for in accordance with the Employee Retirement Income Security Act of 1974, as amended, and all other applicable Federal and state statutes and regulations. Schedule 8.13 sets forth each employment contract, deferred compensation, non-competition, bonus, stock option, profit sharing, pension, retirement, change in control, severance, incentive, and insurance arrangement or plan, and any other remunerative or fringe benefit arrangement applicable to HFS, discretionary and nondiscretionary, vested and unvested, including, without limitation, the amounts currently payable pursuant to any employment agreement or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationsuch arrangement. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None of the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed set forth on Schedule 3.13Item 3.18, as of the date of this Agreement, no unfair labor practice charge against any of the Seller Parties or any of its Affiliates Company is in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor federal, state and employment, including local laws relating with respect to employment discrimination, labor relations, fair and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no arrears in the payment of wageswages or social security taxes. The Company is not a party to or bound by any contract or commitment to any trade union, overtime pay council of trade unions, employee bargaining agent or affiliated bargaining agent (collectively, "Labor Representatives") and the Company has not conducted negotiations with respect to any such future contracts or commitments, no Labor Representatives hold bargaining rights with respect to any employees of the Company, and there are no current or, to the best knowledge of the Company, the Parent and the Seller, threatened attempts to organize or establish any trade union or employee association with respect to the Company. The Company has not had at any time, nor, to the best knowledge of the Company, the Parent or the Seller, is there now threatened, any strike. No complaint, grievance, claim, work order or investigation has been filed, made or commenced against the Company pursuant to the Occupational Health and Safety Act or any similar federal or state legislation. Item 3.18 of the Memorandum sets forth a true, correct and complete list as of February 28, 2001 of each employee of the Company showing each employee's base compensation, bonuses and other cash compensation. There are no financial obligations, maximum hours whether oral or written, of workthe Company, or the Seller or the Parent with respect to the Company, to employees of the Company, including, without limitation, severance payments or termination paystay bonuses, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paidthat will be, or could reasonably be expected to be, triggered by the Closingtransactions contemplated herein. None of the individuals set forth on Item 3.18 has knowledge that the services of any of the present employees of the Company will not be available for the continued conduct of the business of the Company after the Merger on substantially the same terms as presently available. For purposes of this Section 3.18, will have been paid, all wages, sums the term "employee" shall be construed to include sales agents and other compensation owed to them as independent contractors who spend a majority of their working time on the Closing, except to the extent such amounts are included in the Current LiabilitiesCompany's business.

Employee Relations. (a) None of the Seller Parties is a party There are no collective bargaining agreements to which GWLA or any GWLA Subsidiary are parties with respect to any Business Employees and there are no labor agreement unions or collective bargaining agreement in respect of the Station other organizations or covering any Employee as of the date hereof andgroups representing or, to the Knowledge of Sellers, purporting to represent or attempting to represent any Business Employees, and (b) (i) to the Seller PartiesKnowledge of Sellers, there has not been any are no formal organizational effort made campaigns, petitions or other material unionization activities seeking recognition of a bargaining unit in the Business, (ii) there are no strikes or work stoppages pending or to the Knowledge of Sellers, threatened by or on behalf of any labor union with respect to Business Employees and (iii) no such strike or work stoppage has occurred within the Employees. three (b3) Except as disclosed on Schedule 3.13, as of years preceding the date of this Agreement. GWLA and each of the GWLA Subsidiaries are in material compliance, with respect to Business Employees, with all Applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, employment classification, the WARN Act, the FLSA, withholding of Taxes, employment discrimination, equal opportunity, employee leave issues and unemployment insurance and related matters. GWLA and each of the GWLA Subsidiaries have complied in all material respects with respect to hiring practices under the Violent Crime Control and Law Enforcement Act of 1994 and the requirements under the Immigration Reform and Control Act of 1986, including the employment verification provisions (including obtaining and retaining the Form I-9 for each Business Employee), and all Business Employees who work in the United States are legally authorized to work in the United States. There are no Actions or unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is complaints pending or, to the Knowledge of the Seller PartiesSellers, threatened before the National Labor Relations Boardby, or with respect to, any state labor relations board Business Employees in connection with his or any court her employment relationship with Sellers or tribunalthe GWLA Subsidiaries. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to To the Knowledge of Sellers, no Business Employee is bound by any Contract (including licenses, covenants or commitments of any nature) or subject to any judgment, decree or order that would materially interfere with the Seller Parties, threatened in respect use of such Person’s best efforts to promote the interests of the Station. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paidBusiness, or by that would materially conflict with the Closing, will have been paid, all wages, sums and other compensation owed to them Business as of the Closing, except to the extent such amounts are included in the Current Liabilitiescurrently conducted.

Employee Relations. (a) None The Seller is in compliance with all material federal, state, local and foreign laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no arrears in the Seller Parties is a party to any labor agreement payment of wages or collective bargaining agreement in respect of the Station taxes or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made workers compensation assessments or threatened by or on behalf of any labor union with respect to the Employeespenalties. (b) Except as disclosed set forth on Schedule 3.13, as 2.15: (i) none of the date of this Agreement, Seller's Employees are represented by any labor union; (ii) there is no unfair labor practice charge complaint against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board Board or any court state, foreign, or tribunal. As of local agency affecting the date of this Agreement, Seller; (iii) there is no pending labor strike or other material labor dispute trouble affecting the Seller (including but not limited to any organizational campaign); (iv) there is no material labor grievance pending oragainst or affecting the Seller; (v) there is no pending organizing activities respecting the Seller's Employees; (vi) there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Seller is a party, or to the Knowledge best knowledge of the Seller Selling Parties, threatened in respect any basis for which a claim may be made under any collective bargaining agreement to which the Seller is a party affecting the Seller's Employees; and (vii) there is no pending litigation, or other proceeding or basis for an unasserted claim against the Seller by any employee or group of employees or independent contractor or group of independent contractors which is based on claims arising out of any employee's or group of employees' employment relationship with the Seller or any independent contractor's or group of independent contractors' independent consulting relationship with the Seller (insofar as such relationship pertains to the Business of the StationSeller), including but not limited to claims for contract, tort, discrimination, employee benefits, commissions, wrongful termination, age discrimination, sexual harassment, sexual discrimination and any and all common law or statutory claims. (c) The Seller Parties has not violated the Worker Adjustment and their Affiliates are in material compliance with all applicable Laws relating to worker classification of Retraining Notification Act, 29 U.S.C. Sections 2101-09 (the Employees. (d"WARN Act") The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employeesor axx xxxxxxx xxxxx xx xxxxl law. There are no material actionsExcept as set forth on Schedule 2.15, suits or proceedings pending orsince July 1, to the Knowledge of 1997, the Seller Parties, threatened against has not terminated any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiesemployees.

Employee Relations. (a) None 3.15(a) of the Seller Parties is a party Disclosure Schedule sets forth the names, date of hire, the rate of compensation (and the portions thereof attributable to any labor agreement salary and bonuses, respectively), the formula or collective bargaining agreement in respect criteria for bonus opportunities, the amount of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) Except as disclosed on Schedule 3.13, accrued but unused vacation time as of the date of this Agreement, and work location of all Business Employees. To the Knowledge of each Seller, no Key Employee has any plans to terminate employment with either Seller. (b) With respect to the Business Employees: (i) Sellers have not entered into any collective bargaining agreement or other agreement with any labor union and, to the Knowledge of the Sellers, no labor union has made or is making any attempt to organize or represent any Business Employees; (ii) to the Knowledge of the Sellers, there is no pending or threatened unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station charge; and (ii) there is not pending or, to the Knowledge of the Seller Partieseach Seller, threatened before the National Labor Relations Boardwith respect to such Seller or its employees any labor dispute, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationwork stoppage. (c) The Neither Seller Parties and their Affiliates are owes any Business Employee any overtime pay, wages or salary for any period other than the current payroll period, vacation, holiday or other time off or pay in material compliance with all applicable Laws lieu thereof (other than time off or pay in lieu thereof accrued in the Ordinary Course of Business), or any amount arising from any violation of any Law or Contractual Obligation relating to worker classification the payment of the Employeeswages, fringe benefits, wage supplements or hours of work. (d) Except as set forth on § 5.3(g) of the Disclosure Schedule, neither Seller is, nor immediately after the Closing will be, liable for severance pay or any other payment of monies to any Business Employee as a result of the execution of this Agreement or such Seller’s performance of its terms, or for any other reason in any way related to the consummation of the transactions contemplated hereby . (e) The Seller Parties is and their Affiliates are has been in material compliance with all currently Legal Requirements applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employmentBusiness Employees, including laws relating to employment the Fair Labor Standards Act and WARN, and Legal Requirements in respect of discrimination, labor relationscivil rights, fair employment practices, payment of wages, overtime pay safety and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safetyhealth, workers’ compensation, compensation and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums collection and other compensation owed to them as payment of the Closingwithholding and/or social security taxes in each case, except as would not reasonably be expected to the extent such amounts are included in the Current Liabilitiesgive rise to any Liability to Buyer.

Employee Relations. (a) None Except as set forth in Schedule 3.16(a), all employees of the Facilities are employees of the Seller Parties Entities. To Seller’s Knowledge, there is a party no threatened employee strike, work stoppage, or labor dispute pertaining to the Facilities. Except as set forth in Schedule 3.16(a), no union representation question exists respecting any labor agreement or employees of the Seller Entities. No collective bargaining agreement in exists or is currently being negotiated by the Seller Entities, no written demand has been received for recognition by a labor organization by or with respect to any employees of the Station Seller Entities, no union organizing activities by or covering with respect to any Employee as employees of the date hereof andSeller Entities are, to the Knowledge of Seller, taking place, and none of the employees of the Seller Parties, there has not been any organizational effort made or threatened Entities is represented by or on behalf of any labor union with respect to or organization. There is no written unfair practice claim against the EmployeesSeller Entities before the National Labor Relations Board, nor any strike, dispute, slowdown, or stoppage pending or threatened against or involving the Facilities, and none has occurred within the last three (3) years. (b) Except as disclosed on set forth in Schedule 3.133.16(b), the Seller Entities have complied in all material respects with all legal requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, overtime pay, benefits, payment of employment, social security, and similar Taxes, occupational safety and health, classification as an employee or an independent contractor, and plant closings and mass layoffs. No Seller Entity is liable for the payment of the date of this Agreementany compensation, no unfair labor practice charge against damages, Taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the Seller Parties or any of its Affiliates foregoing legal requirements. Except as set forth in respect of the Station is Schedule 3.16, there are no pending or, to the Knowledge of the Seller PartiesSeller, threatened claims before the National Labor Relations Board, any state labor relations board Equal Employment Opportunity Commission (or any court comparable state civil or tribunal. As of the date of this Agreement, there is no strike human rights commission or other material labor dispute pending orentity), to complaints before the Knowledge of Occupational Safety and Health Administration (or any comparable state safety or health administration or other entity), wage and hour claims, lawsuits or arbitrations against any Seller Entity brought by any current or former employee, independent contractor, or director, or the Seller Parties, threatened in respect of the Stationlike. (c) The Schedule 3.16(c) states or will state the number of employees terminated by each Seller Parties Entity within ninety (90) days prior to the Closing Date, laid off by each Seller Entity within the six (6) months prior to the Closing Date, or whose hours of work have been reduced by more than fifty percent (50%) by a Seller Entity in the six (6) months prior to the Closing Date, and their Affiliates are in material compliance with all applicable Laws relating to worker classification contains a complete and accurate list of the Employees. following information for such employees: (di) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions the date of employment for the Employees. There are no material actionstermination, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paidlayoff, or by reduction in work hours; (ii) the Closingreason for termination, will have been paidlayoff, all wagesor reduction in work hours; and (iii) the location to which the employee was or is assigned. Except as set forth in Schedule 3.16(c), sums no Seller Entity has violated the Worker Adjustment and other compensation owed to them as of Retraining Notification Act (the Closing, except to the extent such amounts are included in the Current Liabilities“WARN Act”) or any similar state or local legal requirements.

Employee Relations. (a) None The Seller Entities have disclosed all written employee handbooks, policies, programs and arrangements to Buyer or Xxxxx’s representatives. Except as set forth on Schedule 3.16(a) and except as is consistent with the ordinary course of business, no Seller Entity employee has received any material increase in base compensation since the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the EmployeesBalance Sheet Date. (b) Except as disclosed set forth in Schedule 3.16, all Persons employed by the Facilities are at-will employees of the Seller Entities. No individual has been engaged by the Seller Entities as or in the capacity of an exempt employee or an independent contractor who does not qualify for such status under all Laws and contracts applicable to the Seller Entities. (c) Except as set forth on Schedule 3.133.16, all employees of the Facilities are employees of the Seller Entities. To Seller’s knowledge, there is no threatened employee strike, work stoppage, or labor dispute pertaining to the Facilities. Except as set forth on Schedule 3.16, no union representation question exists respecting any employees of the Seller Entities. No collective bargaining agreement exists or is currently being negotiated by the Seller Entities, no written demand has been received for recognition by a labor organization by or with respect to any employees of the Seller Entities, no union organizing activities by or with respect to any employees of the Seller Entities are, to the knowledge of Seller, taking place, and none of the employees of the Seller Entities is represented by any labor union or organization. There is no written unfair practice claim against the Seller Entities before the National Labor Relations Board, nor any strike, dispute, slowdown, or stoppage pending or threatened against or involving the Facilities, and none has occurred within the last three (3) years. (d) Except as set forth in Schedule 3.16, the Seller Entities have complied in all material respects with all legal requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, payment of employment, social security, and similar taxes, occupational safety and health, and plant closing. No Seller Entity is liable for the payment of any compensation, damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the foregoing legal requirements. Except as set forth on Schedule 3.16, there are no pending or, to the knowledge of Seller, threatened claims before the Equal Employment Opportunity Commission (or any comparable state or local civil or human rights commission or other entity), complaints before the Occupational Safety and Health Administration (or any comparable state safety or health administration or other entity), wage and hour (including wage payment) claims, or the like. (e) Schedule 3.16 states or will state the number of employees terminated by each Seller Entity within ninety (90) days prior to the Closing Date, laid off by each Seller Entity within the six (6) months prior to the Closing Date, or whose hours of work have been reduced by more than fifty percent (50%) by a Seller Entity in the six (6) months prior to the Closing Date, and contains a complete and accurate list of the following information for such employees: (i) the date of termination, layoff, or reduction in work hours; (ii) the reason for termination, layoff, or reduction in work hours; and (iii) the location to which the employee was assigned. In relation to the foregoing, except as set forth in Schedule 3.16, no Seller Entity has violated the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101 et seq. and/or the regulations thereunder (the “WARN Act”) or any similar state or local legal requirements. (f) All necessary visa or work authorization petitions required to be filed by the Seller Entities have been timely and properly filed on behalf of any employees of any Seller Entity requiring a visa stamp, I-9 status document, employment authorization document, or any other immigration document to legally work for the Seller Entities in the United States and all paperwork retention requirements with respect to such applications and petitions have been met. No current employee of any Seller Entity has ever worked for such Seller Entity without employment authorization from the Department of Homeland Security or any other government agency that must authorize such employment. I-9 Forms have been timely and properly completed by the Seller Entities for all current employees of the Seller Entities. I-9 Forms have been lawfully retained and re-verified by the Seller Entities. There are no claims, lawsuits, actions, arbitrations, administrative or other proceedings, or to the Seller Entities’ knowledge, governmental investigations or inquiries pending or threatened against any Seller Entity relating to such Seller Entity’s compliance with immigration laws. There have been no letters received by any Seller Entity from the Social Security Administration (“SSA”) regarding the failure of such Seller Entity’s employee’s Social Security number to match their name in the SSA database. (g) As of the date of this Agreement, no unfair labor practice charge against any key employee (i.e., the CEO, COO, CFO or CNO) of the Seller Parties Entities has given written notice to any Seller Entity that any such employee intends to terminate his or her employment with any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunalEntity. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge employed physician nor group of employed physicians of the Seller Parties, threatened in respect of the StationEntities has given written notice to any Seller Entity that any such employee intends to terminate his or her employment with any Seller Entity. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None Except for four existing collective ------------------ bargaining agreements (each, a "Collective Bargaining Agreement") with (i) the ------------------------------- International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers of America Union (the "Boilermakers Union"), Local 659 at Warren, Pennsylvania, (ii) the Boilermakers Union, Xxxxx 000 xx Xxxxx, Xxxx, (xxx) the Shopman's Local No. 493 of the Iron Workers Union at Clive, Iowa, and (iv) the International Union of Operating Engineers Local No. 825 for work performed in Camden, New Jersey, neither Seller Parties nor any of its subsidiaries is a party to any labor agreement or collective bargaining agreement or labor contract relating to the Businesses. Neither Seller nor any of its subsidiaries has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for Seller or any of its subsidiaries relating to the Station Businesses. There is no grievance or covering unfair labor practice charge against Seller or any Employee as of its subsidiaries before the date hereof National Labor Relations Board or any comparable state agency pending or threatened in writing with respect to any such Persons. There is no labor strike, dispute, slowdown, work stoppage, and, to the Knowledge of the Seller PartiesSeller's knowledge, there is not threatened nor has not there been threatened, any organizational organizing effort made or threatened activity by any employees or on behalf of any labor union with respect unions at the Divisions or relating to the EmployeesBusinesses, any petition for certification of a collective bargaining representative regarding Employees of either Division, pending or, to Seller's knowledge, threatened against or affecting Seller or any of its subsidiaries which may interfere with the business activities of either Business. (b) Except as disclosed on Schedule 3.13There has not been, as of the date of this Agreementnor is there presently pending or existing, no unfair labor practice charge and, to Seller's knowledge, there is not threatened nor has there been threatened, any claims, lawsuits, charges, complaints, grievances, investigations, audits, arbitrations, or disputes initiated or brought before any federal or state judicial, administrative or governmental body, agency or tribunal against any of the or affecting Seller Parties or any of its Affiliates in respect of the Station is pending or, subsidiaries relating to the Knowledge Businesses regarding any actual or alleged violation of any and all laws, regulations, ordinances, statutes or codes enacted by any federal or state judicial, administrative or governmental body, agency or tribunal regarding or pertaining to labor, employment, hiring, firing, equal employment opportunity, discrimination, layoffs, cessation of employment, leaves of absence, immigration, wages, hours, benefits, collective bargaining, labor relations, the Seller Partiespayment of social security and similar taxes, threatened before occupational safety and health, plant closing, employment loss (as that term is used in the Worker Adjustment and Retraining Notification Act), independent contracting, affirmative action, or continuation or portability of insurance benefits, including but not limited to, any charge or complaint filed by any Employee or union with the National Labor Relations Board, any state labor relations board the Equal Employment Opportunity Commission, the Department of Labor, the Office of Federal Contract Compliance Programs, the Immigration and Naturalization Service, the Occupational Safety and Health Administration or any court comparable state or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationlocal governmental body which would have a Material Adverse Effect. (c) The Seller Parties and their Affiliates are in material compliance with its subsidiaries have, and at all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safetyprevious times when required have had, workers’ compensation' compensation insurance covering all of their employees, former employees and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitiescontractors.

Employee Relations. (a) None Except as set forth on Schedule 4.26, no director, officer, independent contractor or employee of the Seller Parties is a party shall be entitled to any labor agreement or collective bargaining agreement transaction bonuses, change-in-control payments, severance rights, deferred compensation payments, withdrawal Liability under multiemployer plans and similar obligations that are triggered by the Contemplated Transactions. All employee bonus payments earned for the most recently completed fiscal year have been paid in respect full to each employee of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the EmployeesSeller. (b) No employee of Seller is a party to, or otherwise bound by, any agreement, including any confidentiality, non-competition or proprietary rights agreement, between such employee and Seller or any other Person that materially adversely affects or will affect the performance of such employee’s duties as an employee of Seller following the Closing. To the Knowledge of Seller, no officer or other key employee of Seller intends to terminate employment with Seller prior to, at or following the Closing. (c) There is not presently any pending or threatened: (i) strike, slowdown, picketing, work stoppage or employee grievance process affecting Seller; (ii) charge, grievance proceeding or other claim against or affecting Seller relating to the alleged violation of any Law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable Governmental Authority; (iii) union organizational activity or other labor or employment dispute against or affecting Seller; or (iv) application for certification of a collective bargaining agent with respect to the employees of Seller. Seller is in compliance in all material respects with the United States Immigration Reform and Control Act. (d) No event has occurred or circumstances exist that could provide the basis for any work stoppage or other labor dispute with respect to Seller. There is no lockout of any employees of Seller, and no such action is contemplated by Seller. (e) Except as set forth on Schedule 4.26, no current or former director, officer or employee of Seller has any claim against Seller (whether under Law, any employment agreement or otherwise) on account of or for: (i) overtime pay, other than overtime pay for the current payroll period; (ii) wages or salaries, other than wages or salaries for the current payroll period; (iii) vacations, holidays, sick leave, time off or pay in lieu of vacations; or (iv) any other amounts (including bonuses, benefits, reimbursement of business expenses or other employment-related payments) other than amounts accrued for on the Interim Financial Statements. Seller has made all required payments to the relevant unemployment compensation reserve account with the appropriate governmental departments with respect to their employees, and such accounts have positive balances. (f) Except to any extent accrued for in the Interim Financial Statements or disclosed on Schedule 3.134.26: (i) no Liability has been incurred or is reasonably anticipated by Seller for any breach of contract of employment or for severance payments or for redundancy payments or protective awards or for compensation for unfair dismissal or for failure to comply with any Order for the reinstatement or re-engagement of any employee or for sex or race or disability, discrimination or for any other Liability (statutory, contractual or otherwise) accruing from the termination or variation of any contract of employment or for services; and (ii) no gratuitous payment has been promised by Seller in connection with the actual or proposed termination, suspension or variation of any contract of employment of any present or former director, officer or employee or any dependant of any present or former director, officer or employee of Seller. (g) Schedule 4.26 contains a true and correct list of all employees of Seller as of the date of this AgreementAgreement whose annual compensation exceeds $40,000, together with their respective base salaries, bonuses and positions. Schedule 4.26 correctly states the number of employees laid off by Seller in the 90 days preceding the date hereof. To Seller’s Knowledge, no unfair labor practice charge against employee of Seller is an undocumented alien. (h) Except as set forth on Schedule 4.26, the employment of Seller’s employees is terminable at will without cost to Seller except for payments required under the Benefit Plans and the payment of accrued salaries or wages and vacation pay. (i) There are no outstanding loans between Seller and any of its employees. Except as set forth on Schedule 4.26(i), no assurances or undertakings have been given to any of the employees of Seller Parties or any of its Affiliates in respect of the Station is pending or, as to the Knowledge continuation, introduction, increase or improvement of the Seller Partiesany terms and conditions, threatened before the National Labor Relations Boardremuneration, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike benefits or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationbonus or incentive scheme. (cj) The Seller Parties and has not taken any action that was calculated to dissuade any present employees from continuing their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discriminationor any representatives or agents from continuing their relationship, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by with Purchaser following the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None The Seller Entities have disclosed all written employee handbooks, policies, programs and arrangements to Buyer or Xxxxx’s representatives. Except as set forth on Schedule 3.16(a) and except as is consistent with the ordinary course of business, no Seller Entity employee has received any material increase in base compensation since the Seller Parties is a party to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the EmployeesBalance Sheet Date. (b) Except as disclosed set forth in Schedule 3.16, all Persons employed by the Facilities are at-will employees of the Seller Entities. No individual has been engaged by the Seller Entities as or in the capacity of an exempt employee or an independent contractor who does not qualify for such status under all Laws and contracts applicable to the Seller Entities. (c) Except as set forth on Schedule 3.133.16, all employees of the Facilities are employees of the Seller Entities. To Seller’s knowledge, there is no threatened employee strike, work stoppage, or labor dispute pertaining to the Facilities. Except as set forth on Schedule 3.16, no union representation question exists respecting any employees of the Seller Entities. No collective bargaining agreement exists or is currently being negotiated by the Seller Entities, no written demand has been received for recognition by a labor organization by or with respect to any employees of the Seller Entities, no union organizing activities by or with respect to any employees of the Seller Entities are, to the knowledge of Seller, taking place, and none of the employees of the Seller Entities is represented by any labor union or organization. There is no written unfair practice claim against the Seller Entities before the National Labor Relations Board, nor any strike, dispute, slowdown, or stoppage pending or threatened against or involving the Facilities, and none has occurred within the last three (3) years. (d) Except as set forth in Schedule 3.16, the Seller Entities have complied in all material respects with all legal requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, payment of employment, social security, and similar taxes, occupational safety and health, and plant closing. No Seller Entity is liable for the payment of any compensation, damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the foregoing legal requirements. Except as set forth on Schedule 3.16, there are no pending or, to the knowledge of Seller, threatened claims before the Equal Employment Opportunity Commission (or any comparable state or local civil or human rights commission or other entity), complaints before the Occupational Safety and Health Administration (or any comparable state safety or health administration or other entity), wage and hour (including wage payment) claims, or the like. (e) Schedule 3.16 states or will state the number of employees terminated by each Seller Entity within ninety (90) days prior to the Closing Date, laid off by each Seller Entity within the six (6) months prior to the Closing Date, or whose hours of work have been reduced by more than fifty percent (50%) by a Seller Entity in the six (6) months prior to the Closing Date, and contains a complete and accurate list of the following information for such employees: (i) the date of termination, layoff, or reduction in work hours; (ii) the reason for termination, layoff, or reduction in work hours; and (iii) the location to which the employee was assigned. In relation to the foregoing, except as set forth in Schedule 3.16, no Seller Entity has violated the Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000 et seq. and/or the regulations thereunder (the “WARN Act”) or any similar state or local legal requirements. (f) All necessary visa or work authorization petitions required to be filed by the Seller Entities have been timely and properly filed on behalf of any employees of any Seller Entity requiring a visa stamp, I-9 status document, employment authorization document, or any other immigration document to legally work for the Seller Entities in the United States and all paperwork retention requirements with respect to such applications and petitions have been met. No current employee of any Seller Entity has ever worked for such Seller Entity without employment authorization from the Department of Homeland Security or any other government agency that must authorize such employment. I-9 Forms have been timely and properly completed by the Seller Entities for all current employees of the Seller Entities. I-9 Forms have been lawfully retained and re-verified by the Seller Entities. There are no claims, lawsuits, actions, arbitrations, administrative or other proceedings, or to the Seller Entities’ knowledge, governmental investigations or inquiries pending or threatened against any Seller Entity relating to such Seller Entity’s compliance with immigration laws. There have been no letters received by any Seller Entity from the Social Security Administration (“SSA”) regarding the failure of such Seller Entity’s employee’s Social Security number to match their name in the SSA database. (g) As of the date of this Agreement, no unfair labor practice charge against any key employee (i.e., the CEO, COO, CFO or CNO) of the Seller Parties Entities has given written notice to any Seller Entity that any such employee intends to terminate his or her employment with any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunalEntity. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge employed physician nor group of employed physicians of the Seller Parties, threatened in respect of the StationEntities has given written notice to any Seller Entity that any such employee intends to terminate his or her employment with any Seller Entity. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (ai) None The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer of the Seller Parties is a party to any labor agreement or collective bargaining agreement Company (as defined in respect Rule 501(f) of the Station 0000 Xxx) has notified the Company that such officer intends to leave the Company or covering any Employee as of otherwise terminate such officer's employment with the date hereof and, to Company. To the Knowledge of the Seller PartiesCompany, there has not been any organizational effort made no executive officer of the Company is, or threatened by or on behalf is now expected to be, in violation of any labor union material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the Employeesforegoing matters. (bii) Except as disclosed on Schedule 3.13The Company has not breached or otherwise failed to comply with any provisions of any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, as and is in full compliance with all terms of any collective bargaining agreement and there are no grievances outstanding thereunder. The Company is in compliance with all applicable laws relating to employment and employment practices, wages, hours, and terms and conditions of employment and is not engaged in any unfair labor practice, except where failure to be in compliance would not, either individually or in the date of this Agreement, aggregate reasonably be expected to result in a Material Adverse Effect; (ii) there is no unfair labor practice charge against any of the Seller Parties or any of its Affiliates in respect of the Station is complaint pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, Board ("NLRB"); (iii) there is no strike labor strike, material slowdown or material work stoppage or lockout actually pending or threatened against or affecting the Company, and the Company has not at any time experienced any strike, material slow down or material work stoppage, lockout or other material collective labor dispute action by or with respect to employees of the Company; (iv) there is no representation claim or petition pending or, before the NLRB or any similar foreign agency and no question concerning representation exists relating to the Knowledge employees of the Seller PartiesCompany; (v) there are no charges with respect to or relating to the Company pending before the Equal Employment Opportunity Commission or any state, threatened in respect local or foreign agency responsible for the prevention of unlawful employment practices; and (vi) the Company has no formal notice from any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of the StationCompany and no such investigation is in progress. (c) The Seller Parties and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. Except as set forth in a writing delivered by Seller to Buyer which specifically makes reference to this Section 3.18 or as set forth on Schedule 3.18, all persons who work at the Facilities are employees of Seller or Seller Entities (a) None other than physicians who are independent contractors, volunteers, employees and independent contractors of independent contractor physicians, and employees and independent contractors of vendors). To the Seller Parties best knowledge of Seller, there is a party to no threatened employee strike, work stoppage or labor dispute with any labor agreement organization pertaining to the Facilities. To the best knowledge of Seller, except as set forth on Schedule 3.18, no labor organization claims to represent any persons employed by Seller or Seller Entities at the Facilities. There is no collective bargaining agreement in respect covering any persons employed by Seller or Seller Entities at any of the Station or covering any Employee Facilities. Except as of the date hereof and, to the Knowledge of the Seller Partiesset forth on Schedule 3.18, there has not been any organizational effort made or threatened by or on behalf of any labor union is no collective bargaining obligation with respect to the Employees. (b) Except as disclosed on Schedule 3.13, as any bargaining unit of employees employed by Seller or Seller Entities at any of the date Facilities and no demand for recognition has been made to Seller or Seller Entities by any labor organization seeking to represent any persons employed at any of this Agreementthe Facilities. To the best knowledge of Seller, there is no union organizing activity taking place among unrepresented employees of Seller or Seller Entities at any of the Facilities. There are no unfair labor practice charge charges pending against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before Entity at the National Labor Relations Board. To the best knowledge of Seller, neither Seller nor Seller Entities are engaged in any state unfair labor relations board or any court or tribunalpractices. As To the best knowledge of the date of this AgreementSeller, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Station. (c) The and Seller Parties and their Affiliates Entities are in compliance in all material compliance respects with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties federal and their Affiliates are in material compliance with all currently applicable Laws state laws respecting employment and employment practices, terms and conditions of employment for employment, and wages and hours. To the Employees. There are no material actionsbest knowledge of Seller, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the and Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has Entities have complied in all material respects with all applicable Laws relating requirements of the Immigration and Reform and Control Act of 1986. Except as set forth on Schedule 3.18, there are no pending or, to labor and employmentthe best knowledge of Seller, including laws relating to employment discriminationthreatened EEOC claims, labor relationsOSHA complaints, fair employment practicesFLSA claims, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safetyunemployment compensation claims, workers’ compensation' compensation claims, and affirmative action. Each Employee has been paidOklahoma Human Rights Commission complaints, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilitieswrongful termination claims.

Employee Relations. (a) None The Seller is in compliance with all material federal, state, local and foreign laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, and is not engaged in any unfair labor practice, and there are no arrears in the Seller Parties is a party to any labor agreement payment of wages or collective bargaining agreement in respect of the Station taxes or covering any Employee as of the date hereof and, to the Knowledge of the Seller Parties, there has not been any organizational effort made workers compensation assessments or threatened by or on behalf of any labor union with respect to the Employeespenalties. (b) Except as disclosed set forth on Schedule 3.13, as 2.15: ------------- (i) none of the date of this Agreement, Seller's Employees are represented by any labor union; (ii) there is no unfair labor practice charge complaint against any of the Seller Parties or any of its Affiliates in respect of the Station is pending or, to the Knowledge of the Seller Parties, threatened before the National Labor Relations Board, any state labor relations board Board or any court state, foreign, or tribunal. As of local agency affecting the date of this Agreement, Seller; (iii) there is no pending labor strike or other material labor dispute trouble affecting the Seller (including but not limited to any organizational campaign); (iv) there is no material labor grievance pending oragainst or affecting the Seller; (v) there are no pending organizing activities respecting the Seller's Employees; (vi) there are no pending arbitration proceedings arising out of or under any collective bargaining agreement to which the Seller is a party, or to the Knowledge best knowledge of the Seller Selling Parties, threatened in respect any basis for which a claim may be made under any collective bargaining agreement to which the Seller is a party affecting the Seller's Employees; and (vii) there is no pending litigation, or other proceeding or basis for an unasserted claim against the Seller by any employee or group of employees or independent contractor or group of independent contractors which is based on claims arising out of any employee's or group of employees' employment relationship with the Seller or any independent contractor's or group of independent contractors' independent consulting relationship with the Seller (insofar as such relationship pertains to the Business of the StationSeller), including but not limited to claims for contract, tort, discrimination, employee benefits, commissions, wrongful termination, age discrimination, sexual harassment, sexual discrimination and any and all common law or statutory claims. (c) The Seller Parties has not violated the Worker Adjustment and their Affiliates are in material compliance with all applicable Laws relating to worker classification of the EmployeesRetraining Notification Act, 29 U.S.C. Sections 0000-00 (xxx "XXXX XXX") or any similar state or local law. (d) The Seller Parties and their Affiliates are in material compliance with all currently applicable Laws respecting terms and conditions of employment for the Employees. There are no material actions, suits or proceedings pending or, to the Knowledge of the Seller Parties, threatened against any of the Seller Parties or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied in all material respects with all applicable Laws relating to labor and employment, including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except to the extent such amounts are included in the Current Liabilities.

Employee Relations. (a) None There are no employees of the Company. Seller Parties is a party or Company has paid all wages and other compensation including but not limited to any labor agreement or collective bargaining agreement in respect of the Station or covering any Employee as of the date hereof andsalary, bonus, holiday, sick pay, severance and all fringe benefits to the Knowledge of the Seller Parties, there has not been any organizational effort made or threatened by or on behalf of any labor union with respect to the Employees. (b) which employees were entitled. Except as disclosed on Schedule 3.13Exhibit 4.(x): (1) There is not now in existence or pending, as nor has there been within the last three years, any grievance, arbitration, administrative hearing, claim of the date of this Agreement, no unfair labor practice charge against practice, wrongful discharge, employment discrimination or sexual harassment or other employment dispute of any of the Seller Parties or any of its Affiliates in respect of the Station is nature pending or, to the Knowledge best of the Seller PartiesCompany and Seller’s knowledge, threatened before the National Labor Relations Board, any state labor relations board or any court or tribunal. As of the date of this Agreement, there is no strike or other material labor dispute pending or, to the Knowledge of the Seller Parties, threatened in respect of the Stationagainst Company. (c2) The Seller Parties Company is, and their Affiliates are during all applicable limitation periods has been, in material compliance with all applicable Laws relating to worker classification of the Employees. (d) The Seller Parties Federal, state, local or foreign laws, executive orders and their Affiliates are in material compliance with all currently applicable Laws regulations respecting employment and employment practice, terms and conditions of employment, occupational safety, wages and hours and there is no existing but unasserted claim for violation of any such laws, executive orders or regulations nor, to the best of Company and Seller’s knowledge, is there any factual basis upon which such a claim could be asserted. (3) Company has no collective bargaining agreements and is not a party to any written or oral, express or implied, other contract, agreement or arrangement with any labor union or any other similar arrangement that is not terminable at will by Company without cost, liability or penalty. (4) Company is not a party to any written or oral contract, agreement or arrangement with any of its present or former directors, officers, employees or agents with respect to length, duration or conditions of employment for (or the Employees. termination thereof), salaries, bonuses, percentage compensation, deferred compensation or any other form of remuneration, or with respect to any matter not disclosed on Exhibit 4.(x). (5) There are is no material actions, suits or proceedings pending claim or, to the Knowledge best of the Seller PartiesCompany and Seller’s knowledge, threatened or existing but unasserted claim, against Company for violation of any of the Seller Parties contract, agreement or their Affiliates by any Employee. Each of the Seller Parties and their Affiliates has complied arrangement described in all material respects with all applicable Laws relating to labor and employmentExhibit 4.(x), including laws relating to employment discrimination, labor relations, fair employment practices, payment of wages, overtime pay and other compensation, maximum hours of work, severance or termination pay, leave of absence, immigration, employee classification, recordkeeping, employee health and safety, workers’ compensation, and affirmative action. Each Employee has been paid, or by the Closing, will have been paid, all wages, sums and other compensation owed to them as of the Closing, except nor to the extent best of Company and Seller’s knowledge, is there any factual basis upon which such amounts are included in the Current Liabilitiesa claim could be asserted.