Common use of Employees and Employment Matters Clause in Contracts

Employees and Employment Matters. (i) None of U.S. Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest is a party to or bound by any collective bargaining agreement or bargaining relationship covering the Covered Employees, nor has any of them experienced any strike or material grievance, material claim of unfair labor practices or other material collective bargaining dispute with respect to the Acquired Business within the twelve months prior to the date hereof. None of Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest has committed any unfair labor practice within the twelve months prior to the date hereof that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledge, there is no organizational effort or representation petition being made or threatened by or on behalf of any labor union with respect to any Covered Employees. There is no labor strike or labor dispute, slowdown, lockout, or stoppage pending or threatened against or affecting, Sellers or Target Companies and neither Sellers nor Target Companies have experienced any labor strikes, material labor disputes, slowdowns, lockouts or stoppages in the past five years. Within the twelve months prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable non-United States, state or local law (collectively, the “WARN Act”). (ii) There are no written employment contracts or severance, retention or change-in-control agreements with any Covered Employees, under which either Buyer or a Target Company or Tronox Australia could become liable for payment thereof. (iii) There are no Assumed Contracts or Assumed Liabilities that will create any Liability on behalf of either Buyer or any Target Company to (A) pay any benefit, compensation or other payment to any Covered Employee, or (B) increase or accelerate the level of existing benefits, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising from, or in connection with or in part because of, the sale or purchase of the Acquired Business or the Target Interests. (iv) As of the Closing Date, all Retained Employees will have been paid in full all wages and salaries for services performed by them that were accrued by them up to the Closing.

Employees and Employment Matters. Unless otherwise set forth in detail in Schedule 5.2(e), to Seller’s knowledge: (i) None The Seller has complied with all requirements of U.S. Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest is a party to or bound by any collective bargaining agreement or bargaining relationship covering the Covered Employees, nor has any of them experienced any strike or material grievance, material claim of unfair labor practices or other material collective bargaining dispute with respect Applicable Law relating to the Acquired Business within the twelve months prior to the date hereof. None of Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest has committed any unfair labor practice within the twelve months prior to the date hereof that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledge, there is no organizational effort or representation petition being made or threatened by or on behalf of any labor union with respect to any Covered Employees. There is no labor strike or labor dispute, slowdown, lockout, or stoppage pending or threatened against or affecting, Sellers or Target Companies Seller’s employees (each an “Employee” and neither Sellers nor Target Companies have experienced any labor strikes, material labor disputes, slowdowns, lockouts or stoppages in the past five years. Within the twelve months prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable non-United States, state or local law (collectively, the “WARN ActEmployees”) and will have paid all wages, salary, vacation, and sick leave (even if not specifically accrued for by the Seller), and bonuses due to the Employees (the “Employee Compensation”) through the Closing Date (including any accrued bonuses). The Seller has not received any notice regarding a current claim against it for (A) overtime pay, wages, salary or bonus, excluding current payroll periods or (B) vacation time, excluding time earned in current payroll periods. (ii) There are no written employment contracts The Seller is not currently paying any pension, deferred compensation, or severance, retention or change-in-control agreements with any Covered Employees, under which either Buyer or a Target Company or Tronox Australia could become liable for payment thereofretirement allowance to anyone. (iii) There are The Seller has no Assumed Contracts oral or Assumed Liabilities that will create any Liability on behalf of either Buyer written collective bargaining or any Target Company to (A) organized labor contracts, employment agreements, bonus or commission agreements, pay any benefitplans, deferred compensation agreements, profit sharing agreements, welfare or other payment to any Covered Employeehealth benefit agreements, or (B) increase retirement plans or accelerate arrangements, whether or not legally binding. In accordance with the level deadlines in Section 7.4, the Seller shall deliver to the Purchaser true and correct copies of existing benefitseach agreement, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising fromplan, or in connection with or in part because ofarrangement described on Schedule 5.2(e), the sale or purchase of the Acquired Business or the Target Interestsif any. (iv) As The Seller has taken no action that would interfere with any employment by the Purchaser of any Employee. (v) The Seller is not aware that any Employee intends to terminate his or her employment relationship with the Seller. The Seller has no contract for the future employment of any Employee. (vi) The Seller is not aware of any Employee who intends to refuse employment with the Purchaser after the Closing or will terminate his/her employment with the Purchaser within 2 weeks after the Closing Date, all Retained Employees will . (vii) There have been paid no Employee walk-outs, strikes, or similar events within the last 3 years. (viii) No current or former Employee has filed a charge with the EEOC within the last 2 years. (ix) The Seller maintains current files containing all Labor Condition Applications and related public and non-public access documentation which they must present upon request by the Department of Labor including all documentation noted in full 20 CFR §655.760. The Seller also maintain current files containing all wages documentation which they are required to maintain in the event of an audit related to labor certification for permanent employment filings, including all documentation noted in 20 CFR §655 and salaries 656 and the rules and regulations promulgated thereunder. (x) The Seller has taken the required actions under Applicable Law to confirm the identity and work status eligibility of its Employees. The Seller has not received any written notice of any inspection or investigation relating to their alleged noncompliance with or violation of IRCA, nor has the Seller been warned, fined or otherwise penalized for services performed by them that were accrued by them up any failure to comply with IRCA or for any willful violation of any other immigration law, rule or regulation. (xi) The Seller has complied in all material respects with the applicable requirements for its employee medical and benefit plans as set forth in the Code and ERISA, including Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA.” (xii) Subject to the ClosingPurchaser’s observance and performance of the covenant by the Purchaser set forth in Section 7.3(g) of this Agreement, the Seller has not violated and will not violate the WARN Act.

Employees and Employment Matters. Unless otherwise set forth in detail in Schedule 5.2(f): (i) None The Seller has complied with all requirements of U.S. Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest is a party to or bound by any collective bargaining agreement or bargaining relationship covering the Covered Employees, nor has any of them experienced any strike or material grievance, material claim of unfair labor practices or other material collective bargaining dispute with respect Applicable Law relating to the Acquired Business within the twelve months prior to the date hereof. None of Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest has committed any unfair labor practice within the twelve months prior to the date hereof that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledge, there is no organizational effort or representation petition being made or threatened by or on behalf of any labor union with respect to any Covered Employees. There is no labor strike or labor dispute, slowdown, lockout, or stoppage pending or threatened against or affecting, Sellers or Target Companies Seller’s employees (each an “Employee” and neither Sellers nor Target Companies have experienced any labor strikes, material labor disputes, slowdowns, lockouts or stoppages in the past five years. Within the twelve months prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable non-United States, state or local law (collectively, the “WARN ActEmployees”) and will have paid all wages, salary, vacation, and sick leave (even if not specifically accrued for by the Seller), and bonuses due to the Employees (the “Employee Compensation”) through the Closing Date (including any accrued bonuses). The Seller has not received any notice regarding a current claim against it for (A) overtime pay, wages, salary or bonus, excluding current payroll periods or (B) vacation time, excluding time earned in current payroll periods. (ii) There are no written employment contracts The Seller is not currently paying any pension, deferred compensation, or severance, retention or change-in-control agreements with any Covered Employees, under which either Buyer or a Target Company or Tronox Australia could become liable for payment thereofretirement allowance to anyone. (iii) There are The Seller has no Assumed Contracts oral or Assumed Liabilities that will create any Liability on behalf of either Buyer written collective bargaining or any Target Company to (A) organized labor contracts, employment agreements, bonus or commission agreements, pay any benefitplans, deferred compensation agreements, profit sharing agreements, welfare or other payment to any Covered Employeehealth benefit agreements, or (B) increase retirement plans or accelerate arrangements, whether or not legally binding. In accordance with the level deadlines in Section 7.4, the Seller shall deliver to the Purchaser true and correct copies of existing benefitseach agreement, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising fromplan, or in connection with or in part because ofarrangement described on Schedule 5.2(f), the sale or purchase of the Acquired Business or the Target Interestsif any. (iv) As The Seller represents that it has taken no action that would interfere with any employment by the Purchaser of any Employee. (v) The Seller is not aware that any Employee intends to terminate his or her employment relationship with the Seller. The Seller has no contract for the future employment of any Employee. (vi) The Seller is not aware of any Employee who intends to refuse employment with the Purchaser after the Closing or will terminate his/her employment with the Purchaser within 2 weeks after the Closing Date, all Retained Employees will . (vii) There have been paid no Employee walk-outs, strikes, or similar events within the last 3 years. (viii) No current or former Employee has filed a charge with the EEOC within the last 2 years. (ix) The Seller maintains current files containing all Labor Condition Applications and related public and non-public access documentation which they must present upon request by the Department of Labor including all documentation noted in full 20 CFR §655.760. The Seller also maintain current files containing all wages documentation which they are required to maintain in the event of an audit related to labor certification for permanent employment filings, including all documentation noted in 20 CFR §655 and salaries 656 and the rules and regulations promulgated thereunder. (x) The Seller has taken the required actions under Applicable Law to confirm the identity and work status eligibility of its Employees. The Seller has not received any written notice of any inspection or investigation relating to their alleged noncompliance with or violation of IRCA, nor has the Seller been warned, fined or otherwise penalized for services performed by them that were accrued by them up any failure to comply with IRCA or for any willful violation of any other immigration law, rule or regulation. (xi) The Seller has complied in all material respects with the Closingapplicable requirements for its employee medical and benefit plans as set forth in the Code and ERISA, including Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA.” (xii) The Seller has not violated the WARN Act.

Employees and Employment Matters. Unless otherwise set forth in detail in Schedule 5.2(f): (i) None The Seller has complied with all requirements of U.S. Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest is a party to or bound by any collective bargaining agreement or bargaining relationship covering the Covered Employees, nor has any of them experienced any strike or material grievance, material claim of unfair labor practices or other material collective bargaining dispute with respect Applicable Law relating to the Acquired Business within the twelve months prior to the date hereof. None of Sellers, Target Companies, Tronox Australia or, to Sellers’ Knowledge, Tiwest has committed any unfair labor practice within the twelve months prior to the date hereof that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledge, there is no organizational effort or representation petition being made or threatened by or on behalf of any labor union with respect to any Covered Employees. There is no labor strike or labor dispute, slowdown, lockout, or stoppage pending or threatened against or affecting, Sellers or Target Companies Seller’s employees (each an “Employee” and neither Sellers nor Target Companies have experienced any labor strikes, material labor disputes, slowdowns, lockouts or stoppages in the past five years. Within the twelve months prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable non-United States, state or local law (collectively, the “WARN ActEmployees”) and will have paid all wages, salary, vacation, and sick leave (even if not specifically accrued for by the Seller), and bonuses due to the Employees (the “Employee Compensation”) through the Closing Date (including any accrued bonuses). The Seller has not received any notice regarding a current claim against it for (A) overtime pay, wages, salary or bonus, excluding current payroll periods or (B) vacation time, excluding time earned in current payroll periods. (ii) There are no written employment contracts The Seller is not currently paying any pension, deferred compensation, or severance, retention or change-in-control agreements with any Covered Employees, under which either Buyer or a Target Company or Tronox Australia could become liable for payment thereofretirement allowance to anyone. (iii) There are The Seller has no Assumed Contracts oral or Assumed Liabilities that will create any Liability on behalf of either Buyer written collective bargaining or any Target Company to (A) organized labor contracts, employment agreements, bonus or commission agreements, pay any benefitplans, deferred compensation agreements, profit sharing agreements, welfare or other payment to any Covered Employeehealth benefit agreements, or (B) increase retirement plans or accelerate arrangements, whether or not legally binding. In accordance with the level deadlines in Section 7.4, the Seller shall deliver to the Purchaser true and correct copies of existing benefitseach agreement, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising fromplan, or in connection with or in part because ofarrangement described on Schedule 5.2(f), the sale or purchase of the Acquired Business or the Target Interestsif any. (iv) As The Seller represents that it has taken no action that would interfere with any employment by the Purchaser of any Employee. (v) To Seller’s Knowledge, no Employee intends to terminate his or her employment relationship with the Seller. The Seller has no contract for the future employment of any Employee. (vi) To Seller’s Knowledge, no Employee intends to refuse employment with the Purchaser after the Closing or will terminate his/her employment with the Purchaser within 2 weeks after the Closing Date, all Retained Employees will . (vii) There have been paid no Employee walk-outs, strikes, or similar events within the last 3 years. (viii) No current or former Employee has filed a charge with the EEOC within the last 2 years. (ix) The Seller maintains current files containing all Labor Condition Applications and related public and non-public access documentation which they must present upon request by the Department of Labor including all documentation noted in full 20 CFR §655.760. The Seller also maintain current files containing all wages documentation which they are required to maintain in the event of an audit related to labor certification for permanent employment filings, including all documentation noted in 20 CFR §655 and salaries 656 and the rules and regulations promulgated thereunder. (x) The Seller has taken the required actions under Applicable Law to confirm the identity and work status eligibility of its Employees. The Seller has not received any written notice of any inspection or investigation relating to their alleged noncompliance with or violation of IRCA, nor has the Seller been warned, fined or otherwise penalized for services performed by them that were accrued by them up any failure to comply with IRCA or for any willful violation of any other immigration law, rule or regulation. (xi) The Seller has complied in all material respects with the Closingapplicable requirements for its employee medical and benefit plans as set forth in the Code and ERISA, including Section 4980B of the Code (as well as its predecessor provision, Section 162(k) of the Code) and Sections 601 through 608, inclusive, of ERISA, which provisions are hereinafter referred to collectively as “COBRA.” (xii) The Seller has not violated the WARN Act.

Employees and Employment Matters. (ia) None of U.S. Sellersthe Buyer Entities is a party to, Target Companiesor bound by, Tronox Australia any collective bargaining or other contract with a labor union, labor organization, works council, or other similar employee representative body, and there are no labor unions, labor organizations, works councils, or other similar employee representative bodies representing, purporting to represent or, to Sellers’ the Buyer’s Knowledge, Tiwest attempting to represent any Buyer Employee. There is a party to or bound by any collective bargaining agreement or bargaining relationship covering the Covered Employeesnot currently, nor since the Reference Date has there been, nor to the Buyer’s Knowledge has there been any of them experienced threat since the Reference Date of, any strike strike, slowdown, work stoppage, lockout, concerted refusal to work overtime, union election petition, demand for recognition, or material grievanceother similar labor activity or dispute, material claim of or unfair labor practices practice charge, complaint, labor grievance or labor arbitration, against the Buyer Entities. None of the transactions contemplated by this Agreement require any Buyer Entity to provide any notification or consultation with any labor union, labor organization, works council or other similar employee representative body. (b) Copies of all written material collective bargaining dispute employment agreements, consulting agreements and independent contractor agreements or arrangements have been provided to the Company (to the extent not included in the Buyer SEC Documents). To the Buyer’s Knowledge, the activities of the Buyer Employees with respect to the Acquired Buyer Business within do not conflict with or constitute, and have not conflicted with or constituted, a breach of the twelve months prior terms of any employment agreement, consulting agreement, independent contractor agreement, intellectual property disclosure agreement, restrictive covenant agreement, or other agreement or obligation under which such Buyer Employee is bound or obligated, and none of the Buyer Entities has received or is aware of any allegation to such effect. (c) Except as set forth in Schedule 3.20(c) of the Buyer Disclosure Letter, there are no material Actions against the Buyer Entities pending, or to the date hereof. None of Sellers, Target Companies, Tronox Australia or, to Sellers’ Buyer’s Knowledge, Tiwest has committed threatened to be brought or filed, by or with any Governmental Entity or arbitrator in connection with the employment or engagement of any current or former employee, consultant or independent contractor of the Buyer Business, including, without limitation, any material claim relating to unfair labor practice within the twelve months prior to the date hereof that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledgepractices, there is no organizational effort or representation petition being made or threatened by or on behalf of any labor union with respect to any Covered Employees. There is no labor strike or labor disputeemployment discrimination, slowdownharassment, lockoutretaliation, or stoppage pending or threatened against or affectingequal pay, Sellers or Target Companies misclassification, wages and neither Sellers nor Target Companies have experienced any labor strikes, material labor disputes, slowdowns, lockouts or stoppages in the past five years. Within the twelve months prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Acthours, or any similar other employment-related matter arising under applicable non-United States, state or local law (collectively, the “WARN Act”)Laws. (ii) There are no written employment contracts or severance, retention or change-in-control agreements with any Covered Employees, under which either Buyer or a Target Company or Tronox Australia could become liable for payment thereof. (iii) There are no Assumed Contracts or Assumed Liabilities that will create any Liability on behalf of either Buyer or any Target Company to (A) pay any benefit, compensation or other payment to any Covered Employee, or (B) increase or accelerate the level of existing benefits, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising from, or in connection with or in part because of, the sale or purchase of the Acquired Business or the Target Interests. (iv) As of the Closing Date, all Retained Employees will have been paid in full all wages and salaries for services performed by them that were accrued by them up to the Closing.

Employees and Employment Matters. to the actual knowledge of Fxxxx X. Xxxxxx, Jxxx Xxx Xxxxxxx and Jxxx X. Xxxxxxx, no officer, key employee or group of employees has any plan or intention to terminate his, her or their employment with any Intercon Entity. Exhibit “B” to the Vendor Disclosure Schedule contains, in respect of each Intercon Entity, the following: (i) None a true, correct and complete list of U.S. Sellers, Target Companies, Tronox Australia or, all of its employees and Specified Independent Contractors & Consultants as at the Agreement Date (which list shall be updated by the Vendor to Sellers’ Knowledge, Tiwest is a party to or bound by any collective bargaining agreement or bargaining relationship covering the Covered Employees, nor has any of them experienced any strike or material grievance, material claim of unfair labor practices or other material collective bargaining dispute with respect to the Acquired date not more than three (3) Business within the twelve months Days prior to the Effective Date) setting forth their respective names, positions, work locations, commencement date hereof. None of Sellersemployment or service and current salary, Target Companieswages, Tronox Australia orfees, commissions, bonuses (whether fixed, declared, discretionary or otherwise), accrued vacation entitlements, overtime pay entitlements, entitlements under Employee Benefit Plans and other remuneration (including rights to Sellers’ Knowledgetermination and/or severance pay); and, Tiwest has committed if any unfair labor practice within the twelve months prior to the date hereof that has had such employee or would reasonably be expected to have Specified Independent Contractor & Consultant is on a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledge, there is no organizational effort or representation petition being made or threatened by or on behalf leave of any labor union with respect to any Covered Employees. There is no labor strike or labor dispute, slowdown, lockout, or stoppage pending or threatened against or affecting, Sellers or Target Companies and neither Sellers nor Target Companies have experienced any labor strikes, material labor disputes, slowdowns, lockouts or stoppages in the past five years. Within the twelve months prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable non-United States, state or local law (collectivelyabsence, the “WARN Act”).reason for such leave of absence and any entitlements to reinstatement; (ii) There a brief description of all written Contracts between it and its employees, directors, officers and Specified Independent Contractors & Consultants including all written Contracts: (A) the benefits of which are no written contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the type contemplated by this Agreement; (B) providing any term of employment, retainer or engagement or any compensation guarantee; or (C) providing for notice of termination (or pay in lieu thereof), severance benefits or other benefits (including benefits under Employee Benefit Plans) after the termination of employment contracts (or the relationship); but excluding oral agreements entered into in the ordinary course of business which do not provide for any severance, retention termination or change-in-control agreements with any Covered Employees, under other like payments in addition to those which either Buyer or a Target Company or Tronox Australia could become liable for payment thereof.would normally be available at law in the absence of such agreements; (iii) There are no Assumed Contracts or Assumed Liabilities that will create any Liability on behalf a brief description of either Buyer or any Target Company to all of its salary and wage policies currently in effect (A) including those regarding the payment of overtime pay any benefit, compensation or and the granting of pay and other payment to any Covered Employee, or (B) increase or accelerate the level of existing benefits, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising from, or in connection with or in part because of, the sale or purchase of the Acquired Business or the Target Interests.remuneration increases); (iv) As a brief description of all of its Employee Benefit Plans; and (v) a list of the Closing Datenames of each employee of the Intercon Entities whose employment was terminated or otherwise ceased at any time from and after April 1, all Retained Employees will have been paid in full all wages 2007 or who gave or received a notice to terminate employment at any time from and salaries for services performed after April 1, 2007; and there are no Contracts by them that were accrued by them up any of the Intercon Entities to provide post-employment benefits under any Employee Benefit Plans or otherwise to any of their present or former respective employees or to the Closing.beneficiaries or dependants of any such employees; and, in this Agreement, the term "Specified Independent Contractors & Consultants" means those Persons named and identified as such in Exhibit "B" to the Vendor Disclosure Schedule, each of whom renders personal services to any of the Intercon Entities in the capacity of a self-employed individual, excluding any Persons providing services limited to legal or auditing services;

Employees and Employment Matters. (a) Promptly after the date hereof, Seller shall provide to Buyer a complete and accurate list of the following information for each Employee of Seller, including each Employee on leave of absence or layoff status: (i) None name and job title; (ii) current compensation (including commissions and bonuses, if any) paid or payable, and changes since December 31, 2019; (iii) contracts or other agreements to which such Employee and Seller are parties, including any employment, confidentiality, non-competition, consulting or proprietary rights agreement, and (iv) if on leave of U.S. Sellersabsence or layoff status, Target Companiestype of leave and expected date of return. (b) For the past five (5) years, Tronox Australia or, to Sellers’ Knowledge, Tiwest is (i) Seller has not been a party to or bound by any union contract or collective bargaining agreement, and no such agreement or bargaining relationship covering the Covered Employees, nor is currently being negotiated; (ii) Seller has not agreed to recognize any of them experienced any strike or material grievance, material claim of unfair labor practices union or other material collective bargaining dispute with respect to unit or union contribution agreement, (iii) no union or collective bargaining unit has been certified as representing the Acquired Business within the twelve months prior to the date hereof. None of Sellers, Target Companies, Tronox Australia orEmployees and, to Sellers’ KnowledgeSeller’s knowledge, Tiwest has committed any unfair labor practice within the twelve months prior to the date hereof that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business. To Sellers’ Knowledge, there is no organizational effort or representation petition being attempt has been made by or threatened by or on behalf of any labor union or collective bargaining unit with respect to any Covered Employees. There is , and (iv) there are and have been no strikes, slowdowns, work stoppages, lockouts or other labor strike or labor dispute, slowdown, lockout, or stoppage disputes pending or threatened against or affectinginvolving Seller. There is no unfair labor practices complaint against Seller pending or threatened, Sellers before the National Labor Relations Board or Target Companies any comparable Governmental Entity. (c) Seller has not incurred any liability under, and neither Sellers nor Target Companies have experienced has complied in all respects with, the WARN Act, and does not reasonably expect to incur any labor strikessuch liability as a result of actions taken or not taken prior to or as of the Closing. Seller has not given, material labor disputesand has not been required to give, slowdowns, lockouts or stoppages in any notice under the past five years. Within the twelve months WARN Act within 90 days prior to the date hereof, none of U.S. Sellers or Target Companies has implemented any plant closing or layoff of the Covered Employees in violation of the United States Worker Adjustment and Retraining Notification Act, or any similar applicable non-United States, state or local law (collectively, the “WARN Act”)Closing. (d) Except as set forth in Schedule 3.9(d) of the Disclosure Schedule, to Seller’s knowledge, no Employee is a party to, or otherwise bound by, any contract, agreement or arrangement, including any employment, confidentiality, non-competition or proprietary rights agreement, between such employee and any other Person (each, a “Proprietary Rights Agreement”) that in any way adversely affects or will affect: (i) the performance of such person’s duties as an employee of Buyer following the Closing, or (ii) the ability of Buyer to conduct the business following the Closing, including any Proprietary Rights Agreement with Seller by any such employee. (e) There are no written employment contracts or severanceoutstanding Orders against Seller under any applicable Laws relating to occupational safety and health, retention or change-in-control agreements with any Covered Employees, under which either Buyer or a Target Company or Tronox Australia could become liable for payment thereof. (iii) There are no Assumed Contracts or Assumed Liabilities that will create any Liability on behalf of either Buyer or any Target Company other matters relating to (A) pay any benefitemployment or employees, compensation or other payment to any Covered Employee, or (B) increase or accelerate the level of existing benefits, compensation or other payments payable or potentially payable to any Covered Employee, in each case arising from, or in connection with the Business. Any levies, assessments, and penalties made in connection with the Business against Seller pursuant to applicable Laws relating to occupational safety and health, or in part because ofany other matters relating to employment or employees, the sale or purchase of the Acquired Business or the Target Interests. (iv) As of the Closing Date, all Retained Employees will have been paid in full full. Except as disclosed on Schedule 3.9(e) of the Disclosure Schedule, Seller is currently in compliance with all Laws relating to employment, employment practices, wages and salaries for services performed by them that were accrued by them up hours, discrimination, immigration (and all I-9 obligations), fair labor standards and occupational health and safety, workers compensation, worker classification, collective bargaining, and the payment and withholding of Taxes with respect to any employee or other service provider of the ClosingBusiness. (f) Seller has not made application to receive or has otherwise sought Relief Proceeds.