Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Schedule 3.9(a) sets forth a true and complete list of all employees (whether full or part time) of Seller or its Affiliates whose duties are performed primarily at or with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”). (b) With respect to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code), (ii) entitle any person to a payment (including severance, bonus or otherwise), or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the Seller.

Employees and Employee Benefit Plans. (a) Schedule 3.9(aExcept as set forth in Section 4.09(a) sets forth of the Disclosure Schedules, (i) Seller is not a true party to any collective bargaining or other organized labor Contract affecting any In-Scope Employee, (ii) Seller has conducted and complete list currently is conducting the Business in compliance with all applicable Laws relating to employment and employment practices, terms and conditions of employment, wages and hours and nondiscrimination in employment, collective bargaining, workers’ compensation, occupational safety and health, equal employment opportunity and immigration, and are not engaged in any unfair labor or unlawful employment practice, (iii) there is no labor strike, slowdown or stoppage actually pending or threatened against or affecting the Business and, within the past three (3) years, Seller has not experienced any labor strike, slowdown or stoppage in respect of the Business, (iv) to Seller’s Knowledge, no attempt is currently being made or during the past three (3) years has been made to organize any of In-Scope Employees to form or enter into any labor union or similar organization, and (v) to the Seller’s Knowledge, no In-Scope Employee is bound by any Contract or other arrangement which in any manner purports to restrict such In-Scope Employee’s freedom to engage in the Business. Seller is in compliance with all notice and other requirements under the WARN Act, including any notice, severance or redundancy obligations required. All independent contractors and consultants providing personal services to Seller have been properly classified as independent contractors for purposes of all employees (whether full or part time) of Seller or its Affiliates whose duties are performed primarily at or Laws with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”)benefits. (b) With respect None of the Seller Benefits Plans or any Benefit Plan to the Business which Seller contributes is subject to Title IV of ERISA or is a multiemployer plan (as defined in section 3(37) of ERISA) and the Transferred Assets, neither Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge none of Seller’s Benefit’s Plans or any Benefit Plan to which Seller made contributions, no Union was at any time in the past subject to Title IV of ERISA or group was a multiemployer plan (as defined in section 3(37) of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN ActERISA). (c) Schedule 3.9(c) contains Except as would not have a true and complete list of Material Adverse Effect, each Employee Seller Benefit Plan, which is or Plan has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed funded and administered in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained all material respects in accordance with its terms and complies in form and operation in all material compliance respects with all the applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 requirements of the Code, (ii) ERISA and other applicable Law and Buyer will not incur any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Codeliability under any, or (iv) any multiple employer welfare planwith respect to any, Seller Benefit Plan as defined in Section 3(4) a result of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code), (ii) entitle any person to a payment (including severance, bonus or otherwise), or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the Sellerby this Agreement.

Employees and Employee Benefit Plans. (a) Schedule 3.9(a) sets forth a true 3.13 lists all ------------------------------------ full and complete list part-time employees of each Company and their base compensation rates as of December 31, 1999 and all employees (whether full pension, retirement, profit-sharing, stock option, bonus, group insurance, equity and other benefit or part time) of Seller incentive plans, arrangements or its Affiliates whose duties are performed primarily at agreements and all material employment, termination or with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary severance arrangements or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”). (b) With respect to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor has been, a party to, bound agreements sponsored by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsoredmaintained by, contributed to, to or required to be contributed to by Sellerany Company or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Company would be deemed a "single employer" within the meaning of its ERISA Affiliatessection 4001(b) of ERISA, whether written or oral, for the benefit of any current employees or former employeeemployee of any Company or any Company Subsidiary (collectively, officerthe "Employee Plans"). Sellers have delivered true and complete copies of all Employee Plans to Buyer. No Company either contributes or is required to contribute to any multiemployer plan, director, retiree, independent contractor or consultant employed as defined in the operation Section 414(f) of the BusinessCode and Section 400l(a)(3) of ERISA. No Employee Plan is subject to Title IV of ERISA and no Company has at any time during the seven year period ending on the date of this Agreement maintained or contributed to, any defined benefit plan covered by Title IV of ERISA, or incurred any spouse or dependent liability during such period under Title IV of such individualERISA, or and the transactions contemplated by this Agreement will not subject any Company to liability under which Seller or any Title IV of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable LawsERISA. Each Seller Employee Plan that which is intended to be qualified within the meaning of under Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Servicequalified, and nothing each related trust is exempt from taxation under Section 501(a) of the Code. There is no plan or commitment to create any Employee Plan or to modify or change any Employee Plan. Each of the Employee Plans has occurred that could been operated and administered in all material respects in accordance with its terms and applicable law. There is no material liability under ERISA or otherwise with respect to any Employee Plan other than for the payment or provision of the benefits due thereunder in accordance with its terms, which has been incurred or, based upon such facts as exist on the date hereof, may reasonably be expected to adversely affect the qualified status be incurred. All accrued obligations of any such Seller Plan. (e) With each Company with respect to the Transferred Assets and Employee Plans have been fully satisfied in their entirety. No amounts payable under the BusinessEmployee Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. The consummation of the transactions contemplated by this Agreement will not, neither Seller nor either alone or in combination with another event, (i) entitle any current or former employee or officer of any Company or any ERISA Affiliate of Seller has ever maintainedto severance pay, contributed tounemployment compensation or any other payment, had an obligation to contribute toexcept as expressly provided in this Agreement, or sponsored (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. No Employee Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of any of the Companies or any of their subsidiaries for periods extending beyond their retirement or other termination of service, other than (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Codecoverage mandated by applicable law, (ii) survivor benefits under any “multiemployer "pension plan,” as defined in Section 3(37) of ERISA, " or (iii) any voluntary employees’ beneficiary association within benefits the meaning full cost of Section 501(c)(9) of which is borne by the Code, current or former employee (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) his beneficiary). There are no actualpending, threatened or anticipated Actions in relation to claims by or on behalf of any Employees Employee Plan, by an employee or beneficiary covered under such Employee Plan, or otherwise involving any Seller such Employee Plan (other than routine claims for benefits). No Seller or Company knows of any efforts to organize any employees of any Radio Station, and no Seller Plan strike or labor dispute involving any Radio Station has within the three (3) years prior occurred or, to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing undereach Seller's knowledge, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any actthreatened. None of the Employees employees of any Company is represented by any labor union nor are subject there any collective bargaining agreements otherwise in effect with respect to any performance improvement plan, last chance agreement, or other comparable disciplinary action or processsuch employees. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code), (ii) entitle any person to a payment (including severance, bonus or otherwise), or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the Seller.

Employees and Employee Benefit Plans. (a) Schedule 3.9(a3.15(a) sets forth a true and complete list of all employees (whether full or part time) current Employees of Seller or its Affiliates whose duties are performed primarily at or with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards ActSeller, including employees who are receiving short-term disability benefits or are on family their position, location of employment, compensation and medicalhire date and credited period with Seller for purposes of determining measurements of eligibility, medical/long-term disabilitywaiting periods and vacation allowances, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”)as applicable. (b) With Schedule 3.15(b) sets forth a complete and correct list of all Employee Benefit Plans maintained or contributed to by Seller or its Affiliates in respect of or for the benefit of the Employees. Seller has provided to Buyer copies and/or descriptions of each Employee Benefit Plan of the Seller. (c) To Seller’s Knowledge, none of Seller’s Employees are represented by a labor union or labor organization and there are no threatened or contemplated attempts by such Employees to organize for collective bargaining purposes, and to Seller’s Knowledge no labor organization, collective bargaining representative, or group of employees claims to represent any Employee. (d) There are no organized labor strikes, disputes, slowdowns or stoppages, or collective bargaining or unfair labor practice claims pending or, to Seller’s Knowledge, threatened against or affecting Seller with respect to the Business and the Transferred Assets, neither Employees. Seller nor its Affiliates is, nor has been, is not a party to, bound by, or negotiating any to a collective bargaining agreement or other similar Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, relating to the Knowledge Employees. All Employees of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Actare employed on an at-will basis. (ce) Schedule 3.9(c3.15(e) contains sets forth a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or Plan that covers any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan Employee that is intended to be qualified within meet the meaning qualification requirements of Section 401(a) of the Code is so qualified and Code. Each such plan has received a favorable and current determination determination, opinion or advisory letter from the Internal Revenue Service or can rely on an opinion letter to the effect that such plans and the related trusts are qualified and exempt from U.S. federal income taxes under Sections 401(a) and 501(a) of the Internal Revenue ServiceCode, respectively, and nothing has occurred that could would reasonably be expected to adversely affect the qualified status qualification of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, plans or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISArelated trusts. (f) No Seller Plan providesExcept for certain retention payments due to certain Employees on the Closing Date, or has promised to providewhich are payable by Parent, retiree welfare benefits, except as may be required by COBRA or and other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation than with respect to any Employees or any Seller Plan (other than routine claims for benefits)Employee who does not accept employment from Buyer, and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither neither the execution and delivery of this Agreement nor the consummation of the contemplated transactions contemplated hereby will (could, either alone or in conjunction combination with any other another event) , (i) result entitle any Employee to any separation, severance, termination or similar benefits or any increase in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code)severance pay, or (ii) entitle any person to a payment (including severance, bonus or otherwise), or (iii) accelerate the time of payment or vesting, funding or delivery of, or increase the amount or value of, any payment or benefit of compensation due to any employee, officer, director or other service provider such Employee. (g) Schedule 3.15(g) identifies all former Employees of Seller who have suffered an employment loss within the meaning of the SellerWARN Act within the past 90 days. Since January 1, 2011, Seller has not suffered a “mass layoff” or “plant closing” at any Seller facility (as such terms are defined in the WARN Act).

Employees and Employee Benefit Plans. (a) Schedule 3.9(aSection 4.11 of the Disclosure Schedules contains a true and complete list of (i) sets all employees of the Company and each such employee’s location of employment, title or position, hourly rate or salary, 2013 bonus and 2014 target bonus, classification as exempt or non-exempt, and whether such employee is employed at-will or has any entitlement to severance or notice period in connection with the termination of employment, and (ii) all individuals who act as independent contractors or consultants to the Company. (b) Except as set forth on Section 4.11 of the Disclosure Schedules: (i) none of the employees of the Company is entitled to any bonus, incentive or deferred compensation or termination package which exceeds the minimum obligations imposed by applicable Laws; (ii) neither Seller nor the Company has entered into any agreement with any of the employees of the Company which provides for a termination notice or termination indemnities greater than the minimum termination notice or indemnities provided by applicable Law; (iii) the Company is in compliance in all material respects with applicable Laws relating to employment or labor matters; and (c) there is no lawsuit, arbitration, labor dispute or proceedings pending against the Company or Seller initiated by or relating to any of the employees of the Company or any former employee or contractor of the Company. (d) No employee of the Company is represented by any trade union, works council or other labor organization (“Union”) with respect to his or her employment with the Company, and to the Knowledge of the Company, there are no Union organizing activities with respect to the Company’s employees. The Company is not bound by or subject to any Contract or collective bargaining agreement with any Union. There has not been, and to the Knowledge of the Company, there is not pending or threatened, any strike, lockout, or picketing involving the Company. (e) Section 4.11 of the Disclosure Schedules contains a true and complete list of all employees (whether full or part time) of Seller or its Affiliates whose duties are performed primarily at or with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rateEmployee Plans, and status as exempt the Company does not sponsor, maintain or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family contribute to and medical, medical/long-term disability, administrative or military leave or is not required to contribute to any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectivelybenefit plan, “Leave”). (b) With respect to the Business and the Transferred Assetsfund, neither Seller nor its Affiliates isprogram, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assetsarrangement. Seller has taken no action that would give rise heretofore made available to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains Purchaser a true and complete list copy of each Employee Benefit Plan, which is Plan and any amendments thereto. No liability under Title IV or Section 302 of ERISA has been maintained, sponsored, contributed to, or required to be contributed to incurred by Seller, the Company or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed Affiliate that has not been satisfied in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) full. Each Seller Employee Plan has been established, operated and administered and maintained in all material respects in accordance with its terms and applicable Law. (f) Except as set forth on Section 4.11 of the Disclosure Schedules, the Company is not party to any agreement, contract, arrangement or plan, in each case, that has resulted in or could result, separately or in the aggregate, in the (i) payment of any severance or any increase in severance pay, including, without limitation, upon any termination of employment after the date of this Agreement, to any employee or former employee of the Company (ii) acceleration of the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material compliance obligation pursuant to, any Employee Plan with all applicable Laws. Each Seller Plan that is intended respect to be qualified any employee or former employee of the Company, or (iii) payment of any “excess parachute payment” within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 280G of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will not be a factor causing payments to be made that are not deductible (either alone in whole or in conjunction with any other eventpart) (i) as a result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in of the application of Section 280G of the Code or result in an excise tax to the recipient of such payment pursuant to Section 4999 of the Code). (g) Except as set forth on Section 4.11 of the Disclosure Schedules, neither the Company nor any ERISA Affiliate has any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or any ERISA Affiliate, except as required to avoid excise tax under Section 4980B of the Code. No condition exists that would prevent Purchaser from amending or terminating any Employee Plan. (iih) entitle The Seller shall satisfy in full all Liabilities arising at any person time in relation to a payment (including severance, bonus or otherwise), concerning any entitlement of or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or other benefit to any employee, officer, director the officers and employees of the Company under or other service provider in accordance with the Seller’s Share Option Scheme adopted by resolution of the Seller’s directors on October 24, 2007 including, without limitation, any such Liabilities arising on or in relation to the transaction contemplated in this Agreement.

Employees and Employee Benefit Plans. (ai) Set forth on Schedule 3.9(a4(t) sets forth a true and complete list are the names of all employees (whether full of the Company and each Subsidiary, his or part time) her rate of Seller or its Affiliates whose duties are performed primarily at or with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage ratecompensation, and status as exempt the department in which he or nonshe works. Xxxxxx(R) Team Member Handbook for Xxxxxx Laboratories, Inc. (A division of Xxxxxx Group, Inc.), which is incorporated herein by reference, provides a description of all fringe benefits, and a description of any plans providing pensions, profit-exempt under the Fair Labor Standards Actsharing, including employees who are receiving short-term disability insurance benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other similar type of leave that entitles fringe benefits to which the Company or any Subsidiary is a party or committed either orally, in writing or by law, including all employee to reinstatement upon completion benefit plans ("Employee Benefit Plans"), as defined in Section 3(3) of the leave under the applicable leave policies Employee Retirement Income Security Act of Seller or Seller’s Affiliates 1974, as amended (collectively, “Leave”). (b) With respect to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”"ERISA"), and there is not, and has not been, established by the Company or any Union representing Subsidiary or purporting to represent which the Company or any Employee, and, to the Knowledge of Seller, no Union Subsidiary contributes or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”)contribute. (dii) Each Seller Plan has The Employee Benefit Plans and the related trusts comply and have complied in all material respects with the provisions of ERISA and all other applicable laws, rules and regulations, and all necessary governmental approvals for the Employee Benefit Plans have been establishedobtained, including, without limitation, qualification of the Employee Benefit Plans under the Internal Revenue Code of 1986, as amended. The Employee Benefit Plans have been administered and maintained to date in accordance with its terms and in material compliance with the requirements of ERISA, and all applicable Lawsamendment thereto required by law have been duly and timely adopted by the Company or Subsidiary, as applicable. Each Seller Plan that is intended to be qualified within the meaning True and complete copies of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from all reports or other documents filed with the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status Department of any such Seller Plan. (e) With Labor with respect to the Transferred Assets Employee Benefit Plans have been delivered by the Stockholders to Buyer. Since December 31, 1974, no fiduciary of the Employee Benefit Plans has engaged in any "prohibited transaction" (as defined in ERISA), no "reportable event" (as defined in Section 4043(b) of ERISA) has occurred with respect to the Employee Benefit Plans and there is no unfunded vested liability with respect to the Business, neither Seller Employee Benefits Plans. Neither the Company nor any Subsidiary (nor any entity within the same group of trades or businesses under common control, within the meaning of ERISA Affiliate Section 4001(b)(1), as the Company or any Subsidiary) has, nor has it had, a material liability under Title IV of Seller ERISA which has ever maintainednot been paid in full. Neither the Company nor any Subsidiary had any liability as of August 31, contributed to, had an obligation to contribute to, or sponsored (i) 2006 arising out of any Employee Benefit Plan that is required in accordance with GAAP to be set forth on the August 31, 2006 Financial Statements that is not reflected thereon. There are no unfunded obligations relating to any Employee Benefit Plan which have not been accrued on the Financial Statements. (iii) Neither the Company nor any Subsidiary has ever maintained any plan or arrangement for providing medical or non-pension benefits to terminated or retired employees or their dependents except as provided in the Retirement and Stock Purchase Agreement dated December 20, 2001 among Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and the Company (the "Xxxxxx Xxxxxx Agreement"). (iv) No stock options, stock appreciation rights or other equity-based awards have been issued or granted by the Company. Each "non-qualified deferred compensation plan" (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a "409A PLAN") complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. No payment to be made under any 409A Plan is, or to the knowledge of the Stockholders will be, subject to the minimum funding standards penalties of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9409A(a)(1) of the Code, or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code), (ii) entitle any person to a payment (including severance, bonus or otherwise), or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the Seller.

Employees and Employee Benefit Plans. (a) ‎ ‎Section 5.17(a) of the Windstream Disclosure Schedule 3.9(a) sets forth lists each material Windstream Plan. Windstream has made available to Uniti complete and accurate copies of each material Windstream Plan (or a true and complete list description of all employees (whether full material terms, if such plan is not written). Except as, individually or part time) of Seller or its Affiliates whose duties are performed primarily at or with respect to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”). (b) With respect to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Businessaggregate, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would not reasonably be expected to have any liabilitya Windstream Material Adverse Effect, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller each Windstream Plan has been establishedoperated, maintained, funded and administered and maintained in accordance with its terms and in material compliance accordance with all applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (hb) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will Transactions (either alone or in conjunction together with any other event) would reasonably be expected to (i) entitle any current or former Windstream Service Provider to any payment or benefit payable by Windstream or its Subsidiaries or (ii) accelerate the time of payment, vesting or funding of any compensation or benefits, or increase the amount payable, to any current or former Windstream Service Provider by Windstream or its Subsidiaries or (iii) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in payments or benefits that would be nondeductible by reason of Section 280G of the Code. (c) Neither Windstream nor any of its Subsidiaries has any current or contingent liability or obligation (including on account of an ERISA Affiliate) under or with respect to: (1) a Multiemployer Plan; (2) a Title IV Plan; (3) a multiple employer plan (as described in Section 413(c) of the Code); or (4) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA). (d) Each Windstream Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS, and no circumstances exist that would reasonably be expected to result in any such letter being revoked. Except as would not, individually or in the aggregate, reasonably be expected to have a Windstream Material Adverse Effect, each Windstream Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in material operational and documentary compliance with Section 409A of the Code and all IRS guidance promulgated thereunder. (e) No Windstream Plan provides or is reasonably expected to have any liability with respect to any post-employment or post-termination health, life or other welfare benefits to any Person, other than as required by COBRA or other Applicable Law. (f) Neither Windstream nor any of its Subsidiaries is a party to or bound by, or is currently negotiating in connection with entering into, any collective bargaining or similar agreement. There is no material labor strike, slowdown or stoppage pending or, to Windstream’s Knowledge, threatened against or affecting Windstream or any of its Subsidiaries. (g) Neither Windstream nor its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former Windstream Service Provider for any Tax incurred by such Windstream Service Provider. (h) Except as would not, individually or in the aggregate, reasonably be expected to have a Windstream Material Adverse Effect, (i) no Proceeding or investigation (other than routine claims for benefits) is pending against or involves or, to Windstream’s Knowledge, is threatened against or threatened to involve, any Windstream Plan before any Governmental Authority and (ii) entitle there is no charge, complaint or proceeding pending, threatened in writing or to Windstream’s Knowledge, threatened orally, nor has there been a charge, complaint or proceeding since the Applicable Date, against Windstream or any person to a payment (including severanceof its Subsidiaries alleging unlawful discrimination in employment practices before any Governmental Authority, bonus and there is no charge of or otherwise)proceeding pending, threatened in writing, or (iii) accelerate to Windstream’s Knowledge, threatened orally, nor has there been a charge or proceeding since the vestingApplicable Date, funding or delivery of, or increase the amount or value of, any payment or benefit with regard to any employeeunfair labor practice against Windstream or any of its Subsidiaries pending before the National Labor Relations Board or any Governmental Authority. (i) Except as would not reasonably be expected to have, officerindividually or in the aggregate, a Windstream Material Adverse Effect, Windstream and its Subsidiaries are, and since the Applicable Date have been, in compliance with all Applicable Laws relating to labor, and employment, including those relating to labor management relations, terms and conditions of employment, health and safety, workers’ compensation, wages, hours, overtime, independent contractor classification, exempt status classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health continuation coverage under group health plans. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Windstream Material Adverse Effect, Windstream and its Subsidiaries are, and since the Applicable Date have been, in compliance with WARN and have no liabilities or other obligations thereunder. (k) Since the Applicable Date, (i) to Windstream’s Knowledge, no formal allegations of sexual harassment have been made against any director or other service provider executive officer of the SellerWindstream and (ii) neither Windstream nor its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or misconduct by any such Person.

Employees and Employee Benefit Plans. (a) Each Seller Benefit Plan is listed on Schedule 3.9(a) sets forth a true and complete list of all employees (whether full or part timeother than, (i) of Seller or its Affiliates whose duties are performed primarily at or with respect to any Scheduled Employee or Scheduled Contractor located in the Business United States, any employment agreement, offer letter or consulting agreement that may be terminated without any payment or penalty upon no more than sixty (the “Employees”60) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage ratedays’ notice, and status (ii) with respect to any Scheduled Employee or Scheduled Contractor located outside the United States, any employment agreement, offer letter, consulting agreement or equity incentive award agreement that does not materially differ from the form of employment agreement, offer letter, or equity incentive award agreement used for the Scheduled Employees or Scheduled Contractors in their applicable jurisdiction and provided to Purchaser). (i) Each Seller Benefit Plan (including any related trust) has been established, operated and administered in all material respects in compliance with its terms and all applicable Laws, including, as exempt or non-exempt applicable in the circumstances, ERISA and the Code, the PRC Labor Law, and similar federal Laws, (ii) each Seller Benefit Plan that is subject to ERISA and that is intended to be qualified under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion Section 401(a) of the leave Code has been determined by the IRS to be qualified under Section 401(a) of the applicable leave policies Code or is based on a prototype or volume submitter form of Seller or Seller’s Affiliates (collectively, “Leave”). (b) With respect to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor plan that has been, obtained a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, favorable IRS opinion letter and, to the Knowledge of SellerSellers, no Union or group of employees is seeking or nothing has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action occurred that would give rise to adversely affect the tax qualification of any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee such Seller Benefit Plan, (iii) there are no Actions (other than routine, non-contested claims for benefits) pending or, to Seller’s Knowledge, threatened against the Seller Benefit Plans, or any administrator or fiduciary thereof, which is could result in any material Liability, and (iv) no Seller, Subsidiary or ERISA Affiliate thereof sponsors or has been sponsored, maintains or has maintained, sponsored, contributes to or has contributed to, or required to be contributed to by Seller, or has any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or Liability with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, A) a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan plan that is intended subject to be qualified Section 412 of the Code or Section 302 or Title IV of ERISA, (B) any “multiemployer plans” within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, whether or not subject to ERISA, (iiiC) any voluntary employees’ beneficiary association within the meaning of a “multiple employer plan” as defined in Section 501(c)(9) 413 of the Code, or (ivD) any a “multiple employer welfare plan, arrangement” as defined in Section 3(43(40) of ERISA. (f) No Seller Plan . None of the Sellers, any Subsidiary or any of their ERISA Affiliates provides, nor have they at any time provided, coverage under any welfare plan (as defined in 3(1) of ERISA) to any of their former employees, other than any continuation or has promised to provide, retiree welfare benefits, except as may be conversion coverage required by COBRA or other similar applicable Law. (gb) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefitsExcept as set forth on Schedule 3.9(b), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery performance of this Agreement nor the consummation will not (i) constitute a stated triggering event under any Seller Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due to any employee of the transactions contemplated hereby Sellers or their Subsidiaries for which Purchaser will have any liability, (either alone ii) accelerate the time of payment or in conjunction with vesting or increase the amount of compensation due under any other eventSeller Benefit Plan for which Purchaser will have any liability, (iii) cause any individual to accrue or receive additional benefits, service or accelerated rights to payment of benefits under any Seller Benefit Plan for which Purchaser will have any liability, or (iiv) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in payments that could cause the loss of a deduction to Purchaser under Section 280G of the Code. (c) With respect to each Seller Benefit Plan that is required to be registered under the Laws of a jurisdiction outside the United States or in which any employee or worker of the Sellers who is employed outside the United States is a participant (each, a “Non-U.S. Benefit Plan”), (i) employer and employee contributions required by applicable Law or by the terms of such Non-U.S. Benefit Plan or pursuant to any other contractual obligation (including contributions to all mandatory provident fund schemes) have been made in all material respects in accordance with applicable Law; (ii) each Non-U.S. Benefit Plan is in material compliance with applicable Law; and (iii) each Non-U.S. Benefit Plan required to be registered has been so registered and has been maintained in good standing with applicable regulatory authorities. (d) Except as set forth on Schedule 3.9(d), the Sellers and their Subsidiaries are not a party to or bound by any collective bargaining agreement. No organizational effort is presently being made or threatened by or on behalf of any labor union with respect to employees of the Sellers or their Subsidiaries. The Sellers and their Subsidiaries are not engaged in any unfair labor practice (as defined by the National Labor Relations Act or similar Laws of jurisdictions outside the United States) and there is (i) no unfair labor practice charge or complaint pending or, to Seller’s Knowledge, threatened against the Sellers or their Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending, or to Seller’s Knowledge, so threatened, (ii) entitle any person no strike, labor dispute, slow down or work stoppage pending or, to a payment (including severancethe Seller’s Knowledge, bonus threatened against the Sellers or otherwise)their Subsidiaries, or and (iii) accelerate no union representation question, petition or proceeding existing with respect to the vestingemployees of the Sellers or their Subsidiaries. (e) The Sellers or their Subsidiaries have complied in all material respects with all applicable Laws relating to labor, funding or delivery oflabor relations, and employment, including, without limitation, any provisions relating to equal employment opportunity, wages, hours, overtime regulation, employee safety and health, immigration control, drug testing, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all taxes, social insurance, housing funds, insurance and all other costs and expenses applicable thereto. Since January 1, 2021, there have not been any allegations, charges, or increase the amount or value ofcomplaints concerning employment discrimination, any payment or benefit to any employeewage payment, officerovertime obligations, director vacation pay or other service provider issues pertaining to unlawful employment practices pending, or, to Seller’s Knowledge, threatened, against the Sellers or their Subsidiaries, nor, to Seller’s Knowledge, is there any basis for any such allegation, charge or complaint. Since January 1, 2021, neither the Sellers nor their Subsidiaries have experienced a “plant closing” or “mass layoff” (as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the Seller“WARN Act”), the PRC Labor Law, and any similar state or local law, including any collective redundancy in Ireland or equivalent process in any other EU country) with respect to which there is any unsatisfied Liability.

Employees and Employee Benefit Plans. (a) Except as stated on such schedule, Schedule 3.9(a4.17(a) sets forth contains a true and complete list of all employees Employees as of October 31, 2005 and correctly reflects, in all material respects, the (whether full a) during the Pre-Closing Period, then on a weekly basis Seller shall notify Buyer in writing of the specific changes. No later than one (1) Business Day before Closing, Seller shall deliver to Buyer an updated Schedule 4.17(a) which shall incorporate all previous changes and which shall then become the final Schedule 4.17(a) for purposes of this Agreement. Seller is not now, nor has it ever been, a party to any collective bargaining agreement or part time) similar labor contract with a labor union involving any of Seller the Employees of the Subject Business, and to Seller's Knowledge, there is no pending application or its Affiliates whose duties are performed primarily at petition for an election of or for certification of a collective bargaining agent with respect to the Business (Employees of the “Subject Business. With respect to the Employees of the Subject Business, there is no presently pending or existing, or to Seller's Knowledge, threatened labor strike, slowdown, picketing or work stoppage. Except as set forth on Schedule 4.17(a), all of the Employees are "at will" employees and there is no employment contract, severance agreement or similar agreement between Seller and any current or former Employee. Seller is in compliance in all material respects with all Applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment with respect to the Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”)compensation matters. (b) Schedule 4.17(b) sets forth a complete and correct list of all Employee Benefit Plans maintained or contributed to by the Seller in respect of or for the benefit of the Employees (the "Seller Employee Benefit Plans"). With respect to the Business and Employees of the Transferred AssetsSubject Business, neither (i) Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, a party to any Union representing or purporting to represent any Employee"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and (ii) Seller does not have, and, to the Knowledge of Seller, no Union or group of employees is seeking or and has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat ofnot had, any strike, slowdown, work stoppage, lockout, concerted refusal obligation to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise contribute to any notice required to be delivered under the WARN Actsuch multiemployer plan. (c) Schedule 3.9(c) contains a true and complete list of With respect to each Seller Employee Benefit Plan: (i) the Seller is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations thereunder; (ii) to the Seller's Knowledge, which is or there has been maintainedno violation of ERISA's fiduciary obligations nor any prohibited transaction (within the meaning of Section 406 of ERISA and Section 4975 of the Code); (iii) no plan has any liability for any federal, sponsoredstate, contributed to, local or foreign taxes; and (iv) all reports required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may filed (if any) with all Governmental Entities have any liability, or been filed with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”)each such plan. (d) Each Seller Plan has been establishedExcept as set forth on Schedule 4.17(d), administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) no Employee of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably Subject Business will be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation entitled to any Employees additional monetary benefit (including, without limitation, the acceleration of time of payment or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3vesting schedule) years prior to the date hereof been the subject as a result of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code), (ii) entitle any person to a payment (including severance, bonus or otherwise), or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the SellerTransaction.

Employees and Employee Benefit Plans. (a) Schedule 3.9(a) 4.17 sets forth a true full and complete list of all employees Service Providers of the Business as of immediately prior to the Closing Date and their current rate of compensation by Seller (whether full including commission structure, if applicable). None of the Service Providers is subject to any contracts, written or part unwritten, that limit Seller's right to terminate the employment or service relationship of such Service Provider with Seller. Seller does not have any contractual obligation (1) to provide any particular form or period of notice prior to termination, or (2) to pay any of such Service Providers any severance benefits (which shall not include accrued vacation or sick time) in connection with their termination of employment or service. In addition, except as disclosed in Schedule 4.17, no severance pay (which shall not include accrued vacation or sick time) will become due to any Service Providers in connection with the transactions contemplated by this Agreement, as a result of any Seller agreement, plan, or its Affiliates whose duties are performed primarily at program. Seller has not made any commitment or promise which is not consistent with respect the terms of this Agreement to any Service Provider regarding employment or engagement by Purchaser following the Business (Closing Date or regarding compensation levels for Service Providers following the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”)Closing Date. (b) With respect to the Business and the Transferred AssetsExcept as set forth in Schedule 4.17, neither Seller nor its Affiliates is, nor has been, is not a party toto any pension, bound byprofit sharing, savings, retirement, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Sellerdeferred compensation plan, or any of its ERISA Affiliates, for the benefit of any current bonus (whether payable in cash or former employee, officer, director, retiree, independent contractor stock) or consultant employed in the operation of the Businessincentive program, or any spouse group health plan (whether insured or dependent of such individualself-funded), or under which any disability or group life insurance plan or other employee welfare benefit plan ("Seller or any of its ERISA Affiliates has or may have any liability, or with respect Employee Plan") pursuant to which Buyer employees of the Business receive or are eligible to receive benefits. Neither Seller nor any trustee or administrator of its Affiliates would reasonably be expected to have any liability, contingent or otherwise employee welfare plan (each, a “Seller Plan”). (d"ERISA Plans") Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a3(1) of the Code is so qualified and has received a favorable and current determination letter from Employee Retirement Income Security Act of 1974, as amended ("ERISA") covering any Service Provider of the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller Business nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored party in interest (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(373(14) of ERISA, ) or disqualified person (iii) any voluntary employees’ beneficiary association within the meaning of as defined in Section 501(c)(94975(e)(2) of the Code) with respect to any ERISA Plan has engaged in any transaction that would subject Seller, such plan, or (iv) any multiple employer welfare plantrustee or administrator thereof, as defined in or any party dealing with any ERISA Plan or any such trust to either a civil penalty assessed pursuant to Section 3(4409 or 502(i) of ERISA. (f) No Seller Plan providesERISA or a tax imposed pursuant to Section 4975, 4976 or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G 4979 of the Code), (ii) entitle any person to a payment (including severance, bonus or otherwise), or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the Seller.

Employees and Employee Benefit Plans. (a) The Company Reports or Schedule 3.9(a3.15(a) sets forth a true complete and complete accurate list of all employees Employee Benefit Plans which affect Employees of the Company or any of its Subsidiaries. With respect to each Employee Benefit Plan and each material Benefit Arrangement (whether full collectively, "Company Plan") (i) the Company and each of its Subsidiaries is in compliance in all material respects with the terms of each Company Plan and with the requirements prescribed by all applicable statutes, orders or part timegovernment rules or regulations, (ii) the Company and each of Seller its Subsidiaries has contributed all amounts due under each Company Plan, and (iii) none of the Company or any of its Affiliates whose Subsidiaries has any funding commitment or other liabilities except as reserved for in the financial statements in or incorporated by reference into the Company Reports, and, in the case of clauses (i) through (iii), except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the Company or any of its Subsidiaries has made any commitment to establish any new Employee Benefit Plan, to modify any Employee Benefit Plan, or to increase benefits or compensation of Employees of the Company or any of its Subsidiaries (except for normal increases in compensation consistent with past practices), and to the Company's knowledge, no intention to do so has been communicated to Employees of the Company or any of its Subsidiaries. There are no pending or, to the Company's knowledge, anticipated claims against or otherwise involving any of the Company Plans or any fiduciaries thereof with respect to their duties are performed primarily at to the Company Plans and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Company Plan activities) has been brought against or with respect to the Business (the “Employees”) and for each any such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave Company Plans that entitles the employee can reasonably be expected to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”)result in a Material Adverse Effect. (b) With respect to the Business and the Transferred AssetsFor purposes hereof, neither Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each "Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the Plans" means each and all "employee benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” plans" as defined in Section 3(373(3) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, ERISA maintained or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised contributed to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone party hereto or in conjunction with any other event) (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code), (ii) entitle any person to which a payment (including severance, bonus party hereto participates or otherwise), or (iii) accelerate the vesting, funding or delivery of, or increase the amount or value of, any payment or benefit to any employee, officer, director or other service provider of the Seller.participated and which provides benefits to

Employees and Employee Benefit Plans. (a) All Company Benefit Plans that are (i) funds or arrangements operated outside the United States or (ii) primarily for the benefit of employees of the Company or any of its Subsidiaries who are not U.S. Employees are referred to herein as “Non U.S. Benefit Plans.” All Company Benefit Plans that are not Non U.S. Benefit Plans are referred to herein as “U.S. Benefit Plans.” Except as set forth on Schedule 3.9(a) sets forth 4.11(a), as of the date of this Agreement, neither the Company nor its Subsidiaries has any current or future Liabilities under any U.S. Benefit Plan. For purposes of this Section 4.11, any representation relating to a true and complete list of all employees (whether full or part time) of Seller or its Affiliates whose duties are performed primarily at or with respect Company Benefit Plan shall be subject to the Business (the “Employees”) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage rate, and status as exempt or non-exempt under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion Knowledge of the leave under Company to the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”)extent that it applies to a Third Party Benefit Plan. (b) Except as set forth on Schedule 4.11(b), each Company Benefit Plan has been maintained and administered in all material respects in compliance with its terms and the applicable requirements of applicable Law, including Section 409A of the Code. The Company and its Subsidiaries do not reasonably expect to incur any material penalties or liabilities under Section 4980H(a) or Section 4980H(b) of the Code. (c) Neither the Company nor its Subsidiaries, nor any of its ERISA Affiliates has, or has had within the past six (6) years, any obligation to contribute or other Liability with respect to a Multiemployer Plan or a Benefit Plan that is subject to Title IV of ERISA. (d) As of the date of this Agreement, there are no Proceedings (other than routine claims for benefits) pending or threatened in writing involving any Company Benefit Plan or the assets thereof, and to the Company’s Knowledge, no event has occurred or circumstances exist that would give rise to any such Proceedings. (e) As of the date of this Agreement, there is no labor strike, slowdown, work stoppage, or labor arbitration Proceedings pending or, to the Company’s Knowledge, threatened in writing against the Company or any of its Subsidiaries. (f) No Company Benefit Plan exists that, as a result of the execution of this Agreement, either alone or in combination with any other event (such as termination of employment), would result in the payment or increase in payment, or accelerate the payment to any current or former employee, director, manager or independent contractor of the Company or any of its Subsidiaries of any money or other property or result in payments that are subject to an excise tax under Section 280G of the Code. (g) With respect to all Company Benefit Plans, all contributions and premium payments that have become due have been paid on a timely basis, or any not yet due for any period prior to the Business Closing Date made or accrued in accordance with IFRS. (h) Except as set forth on Schedule 4.11(h), (i) none of the Employees of the Company or any of its Subsidiaries is represented in his or her capacity as an Employee of the Company or any of its Subsidiaries by any Union and (ii) neither the Transferred Assets, neither Seller Company nor any of its Affiliates isSubsidiaries has recognized any Union, nor has beenany Union been elected as the collective bargaining agent or representative of any Employees, a nor has the Company or any of its Subsidiaries entered into, been party to, negotiated or is bound by, or negotiating by any collective bargaining agreement or other Contract or bargaining relationship with any Union representing Employees. There is no organization activity involving any of the Employees of the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, nor has there ever been such organization activity involving any of the Employees of the Company or any of its Subsidiaries. (i) Except as set forth on Schedule 4.11(i), any individual who performs or in the past three (3) years performed services for the Company or any of its Subsidiaries and who is or was classified by the Company or its Subsidiaries as a unionconsultant or independent contractor or other individual workers providing services to the Company or any of its Subsidiaries is and was properly classified under applicable Tax and other applicable Law and is not an employee under such applicable Law. No consultant or independent contractor or other individual workers providing services to the Company or any of its Subsidiaries receives any benefits, works council or labor organization participates in, or is otherwise eligible to participate in or receive any benefits under any Benefit Plans. The Company and its Subsidiaries are in compliance with applicable Laws with respect to misclassification of: (collectivelyi) any Person as an independent contractor rather than as an employee, “Union”or (ii) any employee leased from another employer. (j) To the Knowledge of the Company, all Employees of the Company and its Subsidiaries working in the United States are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a visa under applicable Laws relating to immigration control which visa allows for such Employee to work in the United States. The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws concerning Employees’ authorizations to work, including employment documentation and verification requirements (including the Form I-9), and there is not, and has not been, any Union representing or purporting to represent any Employeeimmigration Laws, and, to the Knowledge of Sellerthe Company, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee Benefit Plan, which is or has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any voluntary employees’ beneficiary association within the meaning of Section 501(c)(9) of the Code, or (iv) any multiple employer welfare plan, as defined in Section 3(4) of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will shall not result in the termination or suspension of the work authorizations of the Employees. A list of the Employees under a visa or other similar authorization to work in a country other than the Employee’s country of citizenship is set forth on Schedule 4.11(j). (either alone k) Except as set forth on Schedule 4.11(k), there are no complaints, charges, claims or in conjunction other Proceedings against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that could be brought or filed with any other eventGovernmental Authority based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of its Subsidiaries, of any individual or relating to the Company’s compliance with any employment or labor Laws. The Company and each of its Subsidiaries is, and since January 1, 2015 has been, in compliance with all applicable Laws and contractual arrangements relating to employment and labor, including all such applicable Laws relating to equal employment opportunities, employment practices, retaliation, reasonable accommodation, independent contractor arrangements, terms and conditions of employment, child labor, hiring, promotion and termination of employment, wages, hours, overtime compensation, working conditions, meal and break periods, privacy, the Worker Adjustment and Retraining Notification Act and any similar “mass layoff”, “plant closing”, or equivalent applicable Law, collective bargaining, labor relations, discrimination, harassment, civil rights, safety and health, workers’ compensation, disability rights or benefits, family leave rights or benefits, immigration, paid time off, employee leave, unemployment insurance, affirmative action, and the collection and payment of withholding or social security Taxes and any similar Tax. (l) All Employees working in the United States who are classified as exempt under the federal Fair Labor Standards Act (“FLSA”) and any applicable state and local wage and hour Laws are properly classified. Additionally: (i) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code)Company and its Subsidiaries has fully and timely paid all wages, salaries, bonuses, commissions, wage premiums, fees, and other compensation that has come due and payable to its Employees, consultants, independent contractors, and individual workers providing services to the Company or any Subsidiary pursuant to any Law, Contract, or company policy; and (ii) entitle neither the Company nor any person of its Subsidiaries is subject to a payment any fines, Taxes, interest or other penalties for any failure to pay or delinquency in paying such compensation. (including severancem) Each of the Company and its Subsidiaries has promptly, bonus thoroughly and impartially investigated all sexual harassment or otherwise)other discrimination, retaliation, or policy violation allegations of which they are aware since January 1, 2015 in accordance with applicable Law. With respect to each such allegation with potential merit, each of the Company and its Subsidiaries has taken prompt corrective action that is reasonably calculated to prevent further improper action. (n) To the Knowledge of the Company, no Employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) to the Company or any of its Subsidiaries; or (ii) to any third party with respect to such Employee’s right to be employed or engaged by the Company or any of its Subsidiaries or, to the Knowledge of the Company, use of trade secrets or proprietary information. (o) The Company has provided in the Data Room a complete and accurate list of the following information for each Employee of the Company and its Subsidiaries: (i) name, title and date of hire; (ii) legal employer and work location; (iii) accelerate current annual rate of compensation (identifying bonuses separately); and (iv) vacation and any other paid time off and service credited for purposes of vesting and eligibility to participate in applicable Employee Benefit Plans. To the vestingKnowledge of the Company, funding none of the Company’s or delivery ofany of its Affiliates’ current employees, officers, directors, consultants or independent contractors is a party to, or increase the amount or value ofis otherwise bound by, any payment Contract with any Person other than the Company or benefit any of its Subsidiaries that materially limits or adversely affects the performance of his or her duties, the ability of the Company or any of its Subsidiaries to conduct their businesses, or his or her freedom to engage in any employeeof the businesses currently conducted by the Company and its Subsidiaries (including any confidentiality, officernon-competition, director non-solicitation or proprietary rights agreement). (p) Schedule 4.11(p) sets forth a correct and complete list of each consultant or independent contractor or other service provider workers (including commissioning agents) who provided services to the Company and its Subsidiaries and received payments in excess of Two Hundred Fifty Thousand Dollars ($250,000) from the Company and its Subsidiaries during the twelve month period ending on the date of the SellerInterim Balance Sheet.

Employees and Employee Benefit Plans. (a) Each Seller Benefit Plan is listed on Schedule 3.9(a) sets forth a true and complete list of all employees (whether full or part timeother than, (i) of Seller or its Affiliates whose duties are performed primarily at or with respect to any Scheduled Employee or Scheduled Contractor located in the Business United States, any employment agreement, offer letter or consulting agreement that may be terminated without any payment or penalty upon no more than sixty (the “Employees”60) and for each such individual lists such Person’s name, titles, work location, date of hire, annual salary or hourly wage ratedays’ notice, and status (ii) with respect to any Scheduled Employee or Scheduled Contractor located outside the United States, any employment agreement, offer letter, consulting agreement or equity incentive award agreement that does not materially differ from the form of employment agreement, offer letter, or equity incentive award agreement used for the Scheduled Employees or Scheduled Contractors in their applicable (i) Each Seller Benefit Plan (including any related trust) has been established, operated and administered in all material respects in compliance with its terms and all applicable Laws, including, as exempt or non-exempt applicable in the circumstances, ERISA and the Code, the PRC Labor Law, and similar federal Laws, (ii) each Seller Benefit Plan that is subject to ERISA and that is intended to be qualified under the Fair Labor Standards Act, including employees who are receiving short-term disability benefits or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion Section 401(a) of the leave Code has been determined by the IRS to be qualified under Section 401(a) of the applicable leave policies Code or is based on a prototype or volume submitter form of Seller or Seller’s Affiliates (collectively, “Leave”). (b) With respect to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor plan that has been, obtained a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, favorable IRS opinion letter and, to the Knowledge of SellerSellers, no Union or group of employees is seeking or nothing has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Assets. Seller has taken no action occurred that would give rise to adversely affect the tax qualification of any notice required to be delivered under the WARN Act. (c) Schedule 3.9(c) contains a true and complete list of each Employee such Seller Benefit Plan, (iii) there are no Actions (other than routine, non-contested claims for benefits) pending or, to Seller’s Knowledge, threatened against the Seller Benefit Plans, or any administrator or fiduciary thereof, which is could result in any material Liability, and (iv) no Seller, Subsidiary or ERISA Affiliate thereof sponsors or has been sponsored, maintains or has maintained, sponsored, contributes to or has contributed to, or required to be contributed to by Seller, or has any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or Liability with respect to which Buyer or any of its Affiliates would reasonably be expected to have any liability, contingent or otherwise (each, A) a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan plan that is intended subject to be qualified Section 412 of the Code or Section 302 or Title IV of ERISA, (B) any “multiemployer plans” within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Plan. (e) With respect to the Transferred Assets and the Business, neither Seller nor any ERISA Affiliate of Seller has ever maintained, contributed to, had an obligation to contribute to, or sponsored (i) any Employee Benefit Plan that is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, whether or not subject to ERISA, (iiiC) any voluntary employees’ beneficiary association within the meaning of a “multiple employer plan” as defined in Section 501(c)(9) 413 of the Code, or (ivD) any a “multiple employer welfare plan, arrangement” as defined in Section 3(43(40) of ERISA. (f) No Seller Plan . None of the Sellers, any Subsidiary or any of their ERISA Affiliates provides, nor have they at any time provided, coverage under any welfare plan (as defined in 3(1) of ERISA) to any of their former employees, other than any continuation or has promised to provide, retiree welfare benefits, except as may be conversion coverage required by COBRA or other similar applicable Law. (gb) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefitsExcept as set forth on Schedule 3.9(b), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery performance of this Agreement nor the consummation will not (i) constitute a stated triggering event under any Seller Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due to any employee of the transactions contemplated hereby Sellers or their Subsidiaries for which Purchaser will have any liability, (either alone ii) accelerate the time of payment or in conjunction with vesting or increase the amount of compensation due under any other eventSeller Benefit Plan for which Purchaser will have any liability, (iii) cause any individual to accrue or receive additional benefits, service or accelerated rights to payment of benefits under any Seller Benefit Plan for which Purchaser will have any liability, or (iiv) result in any “disqualified individual” receiving any “excess parachute payment” (each such term as defined in payments that could cause the loss of a deduction to Purchaser under Section 280G of the Code. (c) With respect to each Seller Benefit Plan that is required to be registered under the Laws of a jurisdiction outside the United States or in which any employee or worker of the Sellers who is employed outside the United States is a participant (each, a “Non-U.S. Benefit Plan”), (i) employer and employee contributions required by applicable Law or by the terms of such Non-U.S. Benefit Plan or pursuant to any other contractual obligation (including contributions to all mandatory provident fund schemes) have been made in all material respects in accordance with applicable Law; (ii) each Non-U.S. Benefit Plan is in material compliance with applicable Law; and (iii) each Non-U.S. Benefit Plan required to be registered has been so registered and has been maintained in good standing with applicable regulatory authorities. (d) The Sellers and their Subsidiaries are not a party to or bound by any collective bargaining agreement. No organizational effort is presently being made or threatened by or on behalf of any labor union with respect to employees of the Sellers or their Subsidiaries. The Sellers and their Subsidiaries are not engaged in any unfair labor practice (as defined by the National Labor Relations Act or similar Laws of jurisdictions outside the United States) and there is (i) no unfair labor practice charge or complaint pending or, to Seller’s Knowledge, threatened against the Sellers or their Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending, or to Seller’s Knowledge, so threatened, (ii) entitle any person no strike, labor dispute, slow down or work stoppage pending or, to a payment (including severancethe Seller’s Knowledge, bonus threatened against the Sellers or otherwise)their Subsidiaries, or and (iii) accelerate no union representation question, petition or proceeding existing with respect to the vestingemployees of the Sellers or their Subsidiaries. (e) The Sellers or their Subsidiaries have complied in all material respects with all applicable Laws relating to labor, funding or delivery oflabor relations, and employment, including, without limitation, any provisions relating to equal employment opportunity, wages, hours, overtime regulation, employee safety and health, immigration control, drug testing, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all taxes, social insurance, housing funds, insurance and all other costs and expenses applicable thereto. Since January 1, 2021, there have not been any allegations, charges, or increase the amount or value ofcomplaints concerning employment discrimination, any payment or benefit to any employeewage payment, officerovertime obligations, director vacation pay or other service provider issues pertaining to unlawful employment practices pending, or, to Seller’s Knowledge, threatened, against the Sellers or their Subsidiaries, nor, to Seller’s Knowledge, is there any basis for any such allegation, charge or complaint. Since January 1, 2021, neither the Sellers nor their Subsidiaries have experienced a “plant closing” or “mass layoff” (as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (the Seller“WARN Act”), the PRC Labor Law, and any similar state or local law, including any collective redundancy in Ireland or equivalent process in any other EU country) with respect to which there is any unsatisfied Liability.

Employees and Employee Benefit Plans. (a) Schedule 3.9(a) sets forth Sellers have made available a true complete and complete accurate list of all employees (whether full or part time) of Seller or its Affiliates whose duties are performed primarily at or each Product Operations Employee, including with respect to each Product Operations Employee, to the Business extent permitted by applicable Law, (the “Employees”i) and for each such individual lists such Person’s name, titles(ii) title/position, work location(iii) hire date, date of hire, (iv) annual base salary or hourly wage rate, (v) incentive and bonus opportunities (including commission opportunities) for the current performance year, (vi) earned incentive or bonus (including commissions) and target incentive pay for the 2022 performance year, (vii) work location (including country and state or province, as applicable), (viii) status as full-time or part-time and exempt or nonexempt, (ix) status as active or on an approved leave of absence, type of leave (disciplinary or non-exempt under the Fair Labor Standards Actdisciplinary) and expected return to work date, including employees who are receiving short-term disability benefits if applicable and (x) work authorization, immigration permit or are on family and medical, medical/long-term disability, administrative or military leave or any other type of leave that entitles the employee to reinstatement upon completion of the leave under the applicable leave policies of Seller or Seller’s Affiliates (collectively, “Leave”)visa status. (b) With respect Section 3.11(b) of the Sellers Disclosure Schedules sets forth a complete and accurate list of all independent contractors that are natural persons that are currently performing services or under contract to perform future services for Sellers related to Product Operations (except to the Business and the Transferred Assets, neither Seller nor its Affiliates is, nor has been, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and has not been, any Union representing or purporting to represent any Employee, and, extent that such services relate primarily to the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There has never been, nor, to the Knowledge of Seller, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting the Business or the Transferred Infrastructure Assets. Seller has taken no action that would give rise to any notice required to be delivered under the WARN Act). (c) Schedule 3.9(cSection 3.11(c) of the Sellers Disclosure Schedules contains a true complete and complete accurate list of all material Plans (other than Plans that are required by applicable Law) in which Product Operations Employees participate or are eligible to participate; provided, however, that, to the extent there exist certain forms of agreements or arrangements that would constitute Plans, Sellers shall be required to list only the forms of such agreements or arrangements and any material deviations from such forms and provided, further, that offer letters or other employment agreements that do not provide for severance payments or benefits, other than such severance payments or benefits required by applicable Law, will not be deemed material for purposes of this sentence. Sellers have (i) made available to Buyer a complete and accurate copy of each Employee Benefit material Plan in which Product Operations Employees participate or (ii) provided or made available to Buyer a complete and accurate description of the material terms of each material Plan in which Product Operations Employees participate (other than Plans that are required by applicable Law), and each Plan that (i) is an individual agreement with any Product Operations Employee, or (ii) provides for incentive compensation to any Product Operations Employee. For purposes of the disclosure and production requirements of this Section 3.11(c), to the extent a form agreement or arrangement is applicable to the broader Plan, which is only such form shall be disclosed or made available (in addition to any other agreement or arrangement applicable to any Product Operations Employee that materially deviates from such form). (d) Other than the reimbursement obligations contemplated by Section 6.9, no act or omission has been maintained, sponsored, contributed to, or required to be contributed to by Seller, or any of its ERISA Affiliates, for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant employed in the operation of the Business, or any spouse or dependent of such individual, or under which Seller or any of its ERISA Affiliates has or may have any liability, or occurred and no condition exists with respect to any Plan that has, or is reasonably likely to, result in any fine, penalty, Tax or Liability of any kind imposed under ERISA or the Code for which Buyer or any of its Affiliates would reasonably may be expected to have any liability, contingent or otherwise (each, a “Seller Plan”). (d) Each Seller Plan has been established, administered and maintained in accordance with its terms and in material compliance with all applicable Laws. Each Seller Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable and current determination letter from the Internal Revenue Service or can rely on an opinion letter from the Internal Revenue Service, and nothing has occurred that could reasonably be expected to adversely affect the qualified status of any such Seller Planresponsible. (e) With respect to the Transferred Assets Sellers do not now maintain, and the Businesshave never maintained, neither Seller any group health plan for which Buyer or any of its Affiliates may be responsible. Neither Sellers nor any of their respective ERISA Affiliate of Seller Affiliates maintains, contributes to or is required to contribute to, or has ever in the past six (6) years maintained, contributed to, had an obligation been required to contribute to, or sponsored incurred any liability (contingent or otherwise) with respect to, (i) any Employee Benefit Plan that is subject plan intended to the minimum funding standards of be qualified under Section 302 of ERISA or Section 412 401(a) of the Code, (ii) any “multiemployer plan,” as defined in Section 3(37) plan that is subject to Title IV of ERISA, ERISA or (iii) any voluntary employees’ beneficiary association within the meaning of plan subject to Section 501(c)(9) 412 of the Code, Code or (iv) any multiple employer welfare plan, as defined in Section 3(4) 302 of ERISA. (f) No Seller Plan provides, or has promised to provide, retiree welfare benefits, except as may be required by COBRA or other similar applicable Law. (g) There are no actual, threatened or anticipated Actions in relation to any Employees or any Seller Plan (other than routine claims for benefits), and no Seller Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. There are no outstanding decisions or settlements or pending settlements that place any obligation upon Buyer to do or refrain from doing any act. None of the Employees are subject to any performance improvement plan, last chance agreement, or other comparable disciplinary action or process. (h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction connection with additional or subsequent events, including any other eventtermination of employment or service) is reasonably likely to (i) result in any “disqualified individual” receiving payment (including severance or bonus payment), becoming due to any “excess parachute payment” (each such term as defined in Section 280G of the Code)Product Operations Employee, (ii) entitle result in any person forgiveness of Indebtedness to a any Product Operations Employee, (iii) increase the compensation or benefits provided to any Product Operations Employee under any Plan, (iv) result in the acceleration of the time of payment (including severance, bonus or otherwise)vesting of any such compensation or benefits payable to any Product Operations Employee, or (v) result in any compensation or benefits to be paid or provided to any Product Operations Employee to be subject to the excise tax for U.S. federal income tax purposes by reason of Section 4999 of the Code. (g) Each Plan in which a Product Operations Employee participates that constitutes in any part a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) subject to Section 409A of the Code has been operated and administered in all respects in operational compliance with, and is in all respects in documentary compliance with, Section 409A of the Code and all IRS guidance promulgated thereunder, and no amount under any such plan, agreement or arrangement is, has been or could reasonably be expected to be subject to any additional Tax, interest or penalties under Section 409A of the Code. (h) Neither Sellers nor any of their Subsidiaries is a party to any collective bargaining or other labor union Contract with respect to the Product Operations Employees, no such collective bargaining agreement is being negotiated by Sellers or any of their Subsidiaries, and to the Knowledge of Sellers, no campaign or other attempt for recognition has been made by any labor organization with respect to the Product Operations Employees. There is no pending or, to the Knowledge of Sellers, threatened labor dispute, strike or work stoppage involving the Product Operations Employees. (i) Sellers and their Subsidiaries have complied with all Laws relating to the employment of the Product Operations Employees in all material respects, including any provisions thereof relating to: (i) wages, hours, bonuses, commissions, termination pay, vacation pay, sick pay, fringe benefits, employee benefits, health insurance continuation (COBRA), and the payment or accrual of the same and all insurance and all other costs and expenses applicable thereto; (ii) unlawful, wrongful, or retaliatory or discriminatory employment or labor practices; (iii) accelerate occupational health and safety standards; and (iv) plant closing, mass layoff, immigration, workers’ compensation, disability, unemployment compensation, whistleblower Laws, and other employment Laws. (j) Since January 1, 2021 (i) to the vestingKnowledge of Sellers, funding no allegations of sexual harassment, sexual misconduct or delivery ofdiscrimination have been made against any Product Operations Employee, or increase (ii) there are no Proceedings pending or, to the amount or value ofKnowledge of Sellers, any payment or benefit threatened related to any employeeallegations of sexual harassment, officersexual misconduct or discrimination by any Product Operations Employee, director and (iii) neither Sellers nor any of their Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, sexual misconduct or other service provider of the Sellerdiscrimination by any Product Operations Employee.