Common use of Employees and Labor Matters Clause in Contracts

Employees and Labor Matters. (a) No Acquired Company has or has ever had any employees. (b) Except as set forth on Schedule 4.18(b): (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

Employees and Labor Matters. Except as described on Schedule 4.19: (a) No Acquired the Project Company has or has ever had does not have, and on the Closing Date will not have, any employees.; (b) Except as set forth the persons identified on Schedule 4.18(b): 4.19(b) provide full-time on site services to the Project Company and are employed by a third party vendor pursuant to an agreement with an Affiliate of Seller (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i“Employees”); (iic) no Available NonSchedule 4.19(c) lists each Contract between a third-Unionized Employees party vendor and the Project Company, Seller or any Affiliate of Seller pursuant to which employees of a third-party vendor provide material on site employee services principally dedicated to the Project Company; (d) the persons identified with an asterisk by their name on Schedule 4.19(b) are represented by a union or other collective bargaining entityentity (the “CBA Employees”); (iiie) there is no has not occurred, nor, to Seller’s Knowledge has there been threatened, a labor strike, dispute (other than routine non-material grievances)request for representation, organizing campaign, work stoppage, slowdown, stoppage or lockout actually pending oror other labor dispute by or involving any of the Employees with respect to the Project Company in the past two years, except, with respect to Sellers’ Knowledgeany such events or occurrences arising after the date hereof but on or prior to the Closing Date, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, not reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viiif) there are no grievances To the Knowledge of Seller, neither Seller nor any of its Affiliates has received written notice of any unfair labor practice charge against the Project Company or against Seller or any of its Affiliates regarding practices/acts at the Project Company pending orbefore the National Labor Relations Board and neither Seller nor any of its Affiliates has received notice that any petition respecting any Employees or former employees of Seller or its Affiliates who were principally dedicated to the Project Company has been filed with the National Labor Relations Board, to Sellers’ Knowledgeexcept for such matters as, there is no conduct that could in each case, would not reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, result in the aggregate, reasonably be expected to have a Material Adverse Effect; (ixg) during the last two (2) years, no neither Seller or nor any of its Affiliate has effectuated Affiliates have received any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct Employees and former employees of the Business of Seller or its Affiliates who were principally dedicated to the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective its Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to respecting employment of the Business Employeespractices, including all such applicable Laws relating to wagesoccupational health and safety, hours, collective bargaininglabor relations, terms and conditions of employmentemployment and similar Laws with respect to the Employees and former employees of Seller or its Affiliates who were principally dedicated to the Project Company, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would notexcept, in the aggregateeach case, where such notice or failure to comply would not reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened result in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiiih) neither Seller nor any of its Affiliates have received notice of any investigation related to Sellers’ the Employees and former employees of Seller or its Affiliates who were principally dedicated to the Project Company by a Governmental Authority responsible for the enforcement of labor or employment Laws and regulations and, to Seller’s Knowledge, there are no pending written requests for any material changes such investigation is threatened, except, with respect to any Collective Bargaining Agreement applicable such notices received or investigation threatened after the date hereof but on or prior to the Unionized EmployeesClosing Date, as would not reasonably be expected to result in a Material Adverse Effect.

Employees and Labor Matters. (a) No Acquired Company Section 4.18 of the Disclosure Schedules lists (i) all current employees of the Business, their hire date, current compensation arrangements (including bonus or incentive), accrued vacation and sick leave (to be paid out by Seller at the Closing Date), and indicates the leave status of any Employee not currently performing service for Seller in the Business; and (ii) all former Employees of the Business that ceased to be employed during the twenty-four (24) months preceding Closing and the circumstances surrounding each such Employee's termination. Except as set forth on Section 4.18 of the Disclosure Schedules, each Employee is employed at-will and not subject to or employed under any employment agreement or contract of employment. To Seller's Knowledge, no current or former Employee of Seller has appropriated any confidential or has ever had proprietary information of a third party (e.g., former employer) to be used (or that was used or is being used) for the benefit of Seller, and no Employee is subject to any employeesagreement that would restrict or prohibits such Employee in the performance of services to Seller or as expected to be performed for Buyer. (b) Except as set forth As of the date hereof, all commissions and bonuses payable to Employees, consultants, or contractors of the Business for services performed on Schedule 4.18(b):or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect to any commissions, bonuses or increases in compensation, with the exception of the severance amount listed in Section 2.03(e). (ic) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there Seller is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is not a party to to, or bound by by, any collective bargaining agreement or other Contract with any a labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for representing any of the Available Non-Unionized Employees and, except for the Unionized its Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) and there are no grievances pending orlabor organizations representing, purporting to Sellers’ Knowledgerepresent or attempting to represent any Employee. There has never been, nor has there is no conduct that could reasonably be expected been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to lead to a grievance under work overtime or other similar labor activity or dispute affecting Seller or any Collective Bargaining Agreement applicable to the Unionized of its Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect;. (ixd) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are is in compliance in all material respects with all applicable Laws relating pertaining to employment of and employment practices to the Business extent they relate to the Employees, including all such applicable Laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, collective bargainingovertime compensation, terms child labor, health and conditions safety, workers' compensation, leaves of employmentabsence and unemployment insurance. All individuals characterized and treated by Seller as consultants or contractors of the Business are properly treated as independent contractors under all applicable Laws. There are no Actions against Seller pending, termination or to the Seller's Knowledge, threatened to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment of employmentany Employee, consultant or independent contractor of the Business, including, without limitation, any claim relating to unfair labor practices, employment discrimination, immigrationharassment, disabilityretaliation, civil rights and equal pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, or any other employment related matter arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized EmployeesLaws.

Employees and Labor Matters. Except as described on Schedule 4.19: (a) No Acquired Company has none of the Project Companies has, or has ever had on the Closing Date will have, any employees.; (b) Except as set forth the persons identified on Schedule 4.18(b): (i4.19(b) provide full-time on site services to the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth Project Company specified on Schedule 4.18(b)(i4.19(b) and are employed by an Affiliate of Seller (the “Employees”); (iic) no Available NonSchedule 4.19(c) lists each Contract between a third-Unionized Employees party vendor and a Project Company pursuant to which employees of a third-party vendor provide on site employee services principally dedicated to such Project Company; (d) the persons identified with an asterisk by their name on Schedule 4.19(b) are represented by a union or other collective bargaining entityentity (the “CBA Employees”); (iiie) there is no has not occurred, nor, to Seller’s Knowledge has there been threatened, a labor strike, dispute (other than routine non-material grievances)request for representation, organizing campaign, work stoppage, slowdown, stoppage or lockout actually pending oror other labor dispute by or involving any of the Employees with respect to the Project Companies in the past two years, except, with respect to Sellers’ Knowledgeany such events or occurrences arising after the date hereof but on or prior to the Closing Date, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, not reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viiif) there are no grievances Seller has not received written notice of any unfair labor practice charge against any Project Company or against Seller or any of its Affiliates regarding practices/acts at any Project Company pending orbefore the National Labor Relations Board and Seller has not received notice that any petition respecting the Employees has been filed with the National Labor Relations Board, to Sellers’ Knowledge, there is no conduct that could except for such matters as would not reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, result in the aggregate, reasonably be expected to have a Material Adverse Effect; (ixg) during the last two (2) years, no neither Seller or nor any of its Affiliate Affiliates has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring received notice of plant closings or layoffs, including the WARN Act, with respect to the conduct Employees and former employees of the Business of the Seller or its Affiliates who were principally dedicated to a Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any charges before any Governmental Authority responsible for the prevention of unlawful employment practices and Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective its Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to respecting employment of the Business Employeespractices, including all such applicable Laws relating to wagesoccupational health and safety, hours, collective bargaininglabor relations, terms and conditions of employment, termination employment and similar Laws with respect to the Employees and former employees of employment, employment discrimination, immigration, disability, civil rights and pay equitySeller or its Affiliates who were principally dedicated to a Project Company, except as where such failure to comply would not, in the aggregate, not reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened result in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiiih) neither Seller nor any of its Affiliates have received notice of any investigation related to Sellers’ Employees and former employees of Seller or its Affiliates who were principally dedicated to a Project Company by a Governmental Authority responsible for the enforcement of labor or employment Laws and regulations and, to Seller’s Knowledge, there are no pending written requests for any material changes such investigation is threatened, except, with respect to any Collective Bargaining Agreement applicable such notices received or investigation threatened after the date hereof but on or prior to the Unionized EmployeesClosing Date, as would not reasonably be expected to result in a Material Adverse Effect.

Employees and Labor Matters. (a) No Acquired Set forth on Schedule 2.23(a) hereto is a copy of the 2017 and present payroll summary of the Company which lists all employees who as of the date thereof and hereof were and are actively employed either full or part time by the Company (the “Company Employees”) and their respective positions, hire dates, termination dates (if applicable), base wage rates, and the amount of any other compensation. The Seller Group has or has ever had any employeesmade available to the Parent all of the employment files and records applicable to the Company Employees which files are true, correct, and, to the extent required by applicable Law, complete in all material respects. (b) Set forth on Schedule 2.23(b) hereto is a list of (i) each employment Contract or severance protection Contract in effect with respect to any one or more of the Company Employees (collectively, the “Company Employees Employment Agreements”), (ii) each collective bargaining Contract or other arrangement or understanding with a labor organization to which the Company is a party, (iii) each union or labor organization that, to the Knowledge of the Seller Group, claims to represent the Company Employees for purposes of collective bargaining together with a description of the bargaining unit in which such labor organization claims to represent the Company Employees, and (iv) the name of the Company Employees with whom the Members or the Company has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the “Retention Agreements”). The Members has furnished to the Parent true and correct copies of all Company Employees Employment Agreements and Retention Agreements. (c) Since January 1, 2009, (i) the Company has not effectuated a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other similar statute or regulation of any applicable jurisdiction (collectively, the “WARN Act”), and any similar state or non-U.S. statute affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (ii) the Company has not effectuated a “mass layoff” as defined in the WARN Act affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger any similar state or local Laws, and (iv) to the Knowledge of the Seller Group, none of the employees of the Company has suffered an “employment loss” as defined in the WARN Act. (d) Except as set forth on Schedule 4.18(b): 2.23(d), as of the date hereof: (i) the Unionized Employees there are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strikepending, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledgethe Knowledge of the Seller Group, threatened in writing against claims relating to any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected alleged material violation of any Law pertaining to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for or employment matters relating to any of the Available Non-Unionized Employees and, except for Company Employees. (e) To the Unionized EmployeesKnowledge of the Seller Group, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing organizational campaign presently exists with respect to any Available Non-Unionized Employees;Company Employees and no request or petition for union representation has been filed or made. (vif) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there There are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under collective bargaining Contracts covering any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

Employees and Labor Matters. (a) No Acquired Company has Neither Cowboy nor any Cowboy Subsidiary is a party to or has ever had bound by any employees. (b) Except as set forth on Schedule 4.18(b): material labor contract, material collective bargaining contract or material Contract with any works council that pertains to employees of Cowboy or any Cowboy Subsidiary and, to the Knowledge of Cowboy, (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); no labor union, labor organization, works council, or group of employees of Cowboy or any Cowboy Subsidiary has made a pending demand for recognition or certification, (ii) there are no Available Non-Unionized Employees are represented representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by a union or other collective bargaining entity; otherwise performing services for Cowboy or any Cowboy Subsidiary (the “Cowboy Employees”) since January 1, 2013, and (iii) there is none of the Cowboy Employees has engaged in any union organizing activity since January 1, 2013. There are no material labor strikestrikes, dispute (other than routine non-material grievances)disputes, slowdownlockouts, stoppage slowdowns or lockout actually stoppages pending or, to Sellers’ Knowledgethe Knowledge of Cowboy, threatened in writing against or affecting Cowboy or any Acquired Company Cowboy Subsidiary. Neither Cowboy nor any Cowboy Subsidiary is required to provide notice to any work council or its predecessor Affiliatesimilar representative body prior to the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, except as where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in Material Adverse Effect; material liability to Cowboy and the Cowboy Subsidiaries, taken as a whole, or (ivii) none of Sellers, their Affiliates materially delay or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of prevent the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice consummation of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given;Agreement. (xib) Sellers and their respective Affiliates employing There are no pending or, to the Business Employees Knowledge of Cowboy, threatened lawsuits, administrative charges, controversies, grievances or claims by any Cowboy Employee, independent contractor, former Cowboy Employee, or former independent contractor of Cowboy or any Cowboy Subsidiary before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority with respect to his or her employment or contractor relationship, compensation, terms of employment, termination of employment, employee benefits (except that arise in the ordinary course of business), or any other employment-related issue, except for such lawsuits, administrative charges, controversies, grievances or claims as would not reasonably be expected to have, individually or in the aggregate, a Cowboy Material Adverse Effect. (c) There are in compliance in all material respects with all applicable Laws no pending or, to the Knowledge of Cowboy, threatened Actions or investigations by any Governmental Authority to which Cowboy or any Cowboy Subsidiary is a party relating to the employment practices of the Business EmployeesCowboy or any Cowboy Subsidiary, including all such applicable Laws Actions or investigations relating to wages, hours, collective bargainingdiscrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, meal and rest breaks, occupational safety and health, employee whistle-blowing, immigration and employment discriminationeligibility verification, immigrationemployee privacy, disabilitybackground checks and other consumer reports regarding employees or applicants and classification of employees, civil rights consultants and pay equityindependent contractors, except for such Actions or investigations as would notnot reasonably be expected to have, individually or in the aggregate, a Cowboy Material Adverse Effect. (d) Except as, individually or in the aggregate, would not reasonably be expected to have a Cowboy Material Adverse Effect; , Cowboy and each Cowboy Subsidiary is, and for the past five (xii5) there is no arbitration proceeding pending oryears has been, in compliance with all applicable Laws governing the employment of labor, including all contractual commitments and all such laws relating to Sellersdiscrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, meal and rest breaks, occupational safety and health, employee whistle-blowing, immigration and employment eligibility verification, employee privacy, background checks and other consumer reports regarding employees and applicants, employment practices, classification of employees, consultants and independent contractors, collective bargaining, unemployment insurance, the collection and payment of withholding and/or social security taxes or any similar tax or workers’ Knowledgecompensation, threatened including the Age Discrimination in writingEmployment Act, arising out the Older Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights Act of 1991, ERISA, the Fair Labor Standards Act, the Americans with Disabilities Act, the Occupational Safety and Health Act, the Family Medical and Leave Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Equal Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, Executive Order 11246 and any other executive orders or under any Collective Bargaining Agreement applicable regulations governing affirmative action and equal employment opportunities, EEO and VETS-100 reporting obligations, the Immigration Reform and Control Act and all similar Laws to the Unionized Employees, except as would not, in the aggregate, reasonably be expected extent such Laws apply to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for Cowboy or any material changes to any Collective Bargaining Agreement applicable to the Unionized EmployeesCowboy Subsidiary.

Employees and Labor Matters. (a) No To the Knowledge of Seller and the Acquired Company Companies, no executive, key employee, or group of employees has or has ever had any employees. (b) plans to terminate employment with the Acquired Companies. Except as set forth on Schedule 4.18(b): (idisclosed in Section 4.21(a) of the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending orDisclosure Letter, to Sellers’ Knowledgethe Knowledge of Seller and the Acquired Companies, threatened in writing no employee has any claim, or basis for any claim, against any the Acquired Company or its predecessor Affiliate, except as Companies that would not, in the aggregate, reasonably be expected to result in Material Adverse Effect;a material Liability of any Acquired Company. (ivb) none Section 4.21(b) of Sellersthe Disclosure Letter contains a list of (i) all full, their Affiliates or part-time and hourly employees of the Acquired Companies as of a date not more than ten (10) days Table of Contents prior to the date of this Agreement (the “Employees”), (ii) all consultants and other independent contractors to the Acquired Companies who have rendered services material to the business of the Acquired Companies within the last twelve (12) months, and (iii) the directors, executive officers and any advisory board members of the Acquired Company is Companies, if any, including an organizational chart of each. Section 4.21(b) of the Disclosure Letter also sets forth for each Employee the following information as of a party date not more than ten (10) days prior to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; the date of this Agreement: (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees andtitle (if manager level or above), except for the Unionized Employees(w) base or hourly compensation, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) accrued and unused vacation and sick pay (to the extent such vacation and sick pay constitutes an obligation which will be due and payable upon termination of such employee), (y) any notice severance obligation of the Acquired Companies which may result upon consummation of the transactions contemplated by this Agreement that was required Agreement, and (z) bonuses paid or accrued with respect to the current fiscal year in the aggregate for all Employees. Except as set forth on Section 4.21(b) of the Disclosure Letter, and except as provided by a Law, the employment of all persons presently employed or retained by each Acquired Company is terminable at will. (c) During the past five (5) years, the Acquired Companies have not experienced any work stoppage, slow-down, picket, strike, lock-out or other labor disturbance, nor is any such work stoppage, slow-down, picket, strike, lock-out or other labor disturbance presently occurring or, to the Knowledge of Seller and the Acquired Companies, Threatened. To the Knowledge of Seller and the Acquired Companies, (i) there are no organizational efforts presently being made or Threatened by or on behalf of any labor union with respect to any Employees, and (ii) during the last five (5) years, no union or other labor organization has attempted to organize any current or former employees of the Acquired Companies. Neither Seller, an Affiliate the Acquired Companies nor to their Knowledge any of any Seller the ERISA Affiliates are or an Acquired Company pursuant were a party to any applicable Law or Collective Bargaining Agreement has been given;collective bargaining agreement. (xid) Sellers and their respective Affiliates employing the Business Employees are Except as disclosed in compliance in all material respects with all applicable Laws relating to employment Section 4.21(d) of the Business Disclosure letter, there are no claims, controversies, labor disturbances, investigations, Proceedings or complaints pending or, to Knowledge of Seller and the Acquired Companies, Threatened, by any Governmental Authority, any Employees, including all any party or parties representing any of such applicable Laws relating to wagesEmployees, hoursor any former employer of a current Employee, collective bargainingagainst the Acquired Companies before any court, terms and conditions arbitrator or other tribunal. There are no unfair labor practice charges, charges of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as wrongful termination or other similar complaints pending against the Acquired Companies involving employees now or previously employed by the Acquired Companies that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect;, nor, to the Knowledge of Seller and the Acquired Companies, do any facts or circumstances exist that could provide a reasonable basis for the same. (xiie) there is no arbitration proceeding pending orThere has not been with respect to any Acquired Company (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, to Sellers’ Knowledgelocal or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, threatened or (ii) a “mass layoff” (as defined in writingthe WARN Act, arising out or any similar state, local or foreign Law) affecting any site of employment or under facility. None of the employees of any Collective Bargaining Agreement applicable Acquired Company has suffered an “employment loss” (as defined in the WARN Act or any similar state, local or foreign Law) during the ninety-day period prior to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeesdate of this Agreement.

Employees and Labor Matters. (a) No Acquired Set forth on Schedule 2.23(a) hereto is a copy of the 2015 and present payroll summary of the Company which lists all employees who as of the date thereof and hereof were and are actively employed either full or part time by the Company (the “Company Employees”) and their respective positions, hire dates, termination dates (if applicable), base wage rates, and the amount of any other compensation. The Seller Group has or has ever had any employeesmade available to the Parent all of the employment files and records applicable to the Company Employees which files are true, correct, and complete in all material respects. (b) Set forth on Schedule 2.23(b) hereto is a list of (i) each employment Contract or severance protection Contract in effect with respect to any one or more of the Company Employees (collectively, the “Company Employees Employment Agreements”), (ii) each collective bargaining Contract or other arrangement or understanding with a labor organization to which the Company is a party, (iii) each union or labor organization that, to the Knowledge of the Seller Group, claims to represent the Company Employees for purposes of collective bargaining together with a description of the bargaining unit in which such labor organization claims to represent the Company Employees, and (iv) the name of the Company Employees with whom the Members or the Company has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the “Retention Agreements”). The Members have furnished to the Parent true and correct copies of all Company Employees Employment Agreements and Retention Agreements. (c) Since January 1, 2009, (i) the Company has not effectuated a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other similar statute or regulation of any applicable jurisdiction (collectively, the “WARN Act”), and any similar state or non-U.S. statute affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (ii) the Company has not effectuated a “mass layoff” as defined in the WARN Act affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger any similar state or local Laws, and (iv) to the knowledge of the Seller Group, none of the employees of the Company has suffered an “employment loss” as defined in the WARN Act. (d) Except as set forth on Schedule 4.18(b): 2.23(d), as of the date hereof: (i) the Unionized Employees there are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strikepending, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledgethe Knowledge of the Seller Group, pending or threatened in writing against claims relating to any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected alleged material violation of any Law pertaining to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for or employment matters relating to any of the Available Non-Unionized Employees and, except for Company Employees. (e) To the Unionized EmployeesKnowledge of the Seller Group, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing organizational campaign presently exists with respect to any Available Non-Unionized Employees;Company Employees and no request or petition for union representation has been filed or made. (vif) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there There are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under collective bargaining Contracts covering any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

Employees and Labor Matters. (a) No Acquired Set forth on Schedule 2.23(a) hereto is a copy of the 2017 and present payroll summary of the Company which lists all employees who as of the date thereof and hereof were and are actively employed either full or part time by the Company (the “Company Employees”) and their respective positions, hire dates, termination dates (if applicable), base wage rates, and the amount of any other compensation. The Seller Group has or has ever had any employeesmade available to the Parent all of the employment files and records applicable to the Company Employees which files are true, correct, and, to the extent required by applicable Law, complete in all material respects. (b) Set forth on Schedule 2.23(b) hereto is a list of (i) each employment Contract or severance protection Contract in effect with respect to any one or more of the Company Employees (collectively, the “Company Employees Employment Agreements”), (ii) each collective bargaining Contract or other arrangement or understanding with a labor organization to which the Company is a party, (iii) each union or labor organization that, to the Knowledge of the Seller Group, claims to represent the Company Employees for purposes of collective bargaining together with a description of the bargaining unit in which such labor organization claims to represent the Company Employees, and (iv) the name of the Company Employees with whom the Partners or the Company has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the “Retention Agreements”). The Partners has furnished to the Parent true and correct copies of all Company Employees Employment Agreements and Retention Agreements. (c) Since January 1, 2009, (i) the Company has not effectuated a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other similar statute or regulation of any applicable jurisdiction (collectively, the “WARN Act”), and any similar state or non-U.S. statute affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (ii) the Company has not effectuated a “mass layoff” as defined in the WARN Act affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger any similar state or local Laws, and (iv) to the Knowledge of the Seller Group, none of the employees of the Company has suffered an “employment loss” as defined in the WARN Act. (d) Except as set forth on Schedule 4.18(b): 2.23(d), as of the date hereof: (i) the Unionized Employees there are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strikepending, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledgethe Knowledge of the Seller Group, threatened in writing against claims relating to any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected alleged material violation of any Law pertaining to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for or employment matters relating to any of the Available Non-Unionized Employees and, except for Company Employees. (e) To the Unionized EmployeesKnowledge of the Seller Group, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing organizational campaign presently exists with respect to any Available Non-Unionized Employees;Company Employees and no request or petition for union representation has been filed or made. (vif) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there There are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under collective bargaining Contracts covering any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

Employees and Labor Matters. (a) To the knowledge of the Company, no executive, key employee, or group of employees has any plans to terminate employment with the Company prior to the Effective Time of Merger I. No Acquired Company employee has any claim, or has ever had basis for any employeesclaim against the Company. (b) Except as set forth on Schedule 4.18(b): Section 4.19(b) of the Company Disclosure Letter contains a list of (i) all full, part-time and hourly employees of the Unionized Employees are in bargaining units covered by Company and its Subsidiaries as of the Collective Bargaining Agreements set forth on Schedule 4.18(b)(idate of this Agreement (the “Company Employees”); , (ii) all consultants and other independent contractors to the Company who have rendered services material to the business of the Company within the last twelve (12) months, and (iii) the directors, executive officers and any advisory board members of the Company, if any, including an organizational chart. Section 4.19(b) of the Company Disclosure Letter also sets forth for each Company Employee the following information as of the date hereof: (u) title, (v) supervisor, (w) base or hourly compensation, (x) accrued and unused vacation and sick pay, (y) any severance obligation of the Company which may result upon consummation of the Mergers, and (z) bonuses paid or accrued with respect to the current fiscal year. (c) During the past five (5) years, the Company has not experienced any work stoppage, slow-down, picket, strike, lock-out or other labor disturbance, nor is any such work stoppage, slow-down, picket, strike, lock-out or other labor disturbance presently occurring or, to the knowledge of the Company, threatened. To the knowledge of the Company, (i) there are no Available Non-Unionized Employees are represented organizational efforts presently being made or threatened by a or on behalf of any labor union with respect to any Company Employees, and (ii) during the last five (5) years, no union or other collective bargaining entity;labor organization has attempted to organize any current or former employees of the Company. (iiid) there is There are no claims, controversies, labor strikedisturbances, dispute (other than routine non-material grievances)investigations, slowdown, stoppage proceedings or lockout actually complaints pending or, to Sellers’ Knowledgethe Company’s knowledge, threatened in writing against threatened, by any Acquired Governmental Entity, any Company Employees, any party or its predecessor Affiliateparties representing any of such Company Employees, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired former employer of a current Company is a party to or bound by Employee, against the Company before any collective bargaining agreement court, arbitrator or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities tribunal. There are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim charges, charges of discrimination, wrongful termination or other similar complaints pending oragainst the Company involving employees now or previously employed by the Company, nor, to Sellers’ Knowledgethe Company’s knowledge, threatened in writing before do any facts or circumstances exist that could provide a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to reasonable basis for the conduct same. (e) To the knowledge of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ KnowledgeCompany, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate Company has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance complied in all material respects with all applicable Laws laws, regulations and rules relating to employees, the employment of labor, and the Business Employeessafety and health of employees, including without limitation, all such applicable Laws laws, regulations and rules relating to occupational health and safety, discrimination, unemployment, wages, hours, the Family and Medical Leave Act of 1993, collective bargaining, terms and conditions the collection and payment of employmentwithholding Taxes and similar Taxes. To the knowledge of the Company, no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by a current or former employee of employmentthe Company. (f) To the knowledge of the Company, employment discrimination, immigration, disability, civil rights and pay equity, except no member of the existing or prior work force of the Company has been subjected to any occupational health or safety hazard as would not, in a result of its service to the aggregate, Company that could reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable be materially adverse to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized EmployeesCompany.

Employees and Labor Matters. (i) Except as set forth in Section 5Q of the Company Disclosure Letter, with respect to the Company or any of its Subsidiaries, (a) No Acquired to the Company's knowledge, as of the date hereof, there are no union organizing efforts underway or threatened; and (b) there are no labor strikes, slowdowns, work stoppages or lockouts pending, or to the Company's knowledge, as of the date hereof, threatened which would materially impair or restrict the operation of the business of the Company has and its Subsidiaries, taken as a whole, as conducted through the Closing, nor have there been any such labor strikes, slowdowns, work stoppages or has ever had any employeeslockouts since December 31, 2005. (bii) Except as set forth on Schedule 4.18(b): (i) Section 5Q of the Unionized Employees are in bargaining units covered by Company Disclosure Letter, neither the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against Company nor any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company Subsidiary is a party to or bound by any collective bargaining agreement (whether written or oral and whether with a trade union, employee representative, staff association or any other employee body representing workers), and there are no labor unions or other Contract organizations representing or, to the knowledge of the Company, purporting or attempting to represent any employee of the Company or any Subsidiary thereof. Neither the Company nor any Subsidiary thereof has received an application or request for recognition from any trade union in relation to current or former employees, consultants, directors, officers or contractors since December 31, 2005. (iii) Except as set forth on Section 5Q of the Company Disclosure Letter or in any other applicable sections of the Company Disclosure Letter, since December 31, 2005, the Company and its Subsidiaries have complied in all material respects with all provisions of Applicable Laws pertaining to employment and labor relations. Since December 31, 2005, neither the Company nor any of its Subsidiaries has incurred any material liability imposed by any Governmental Entity for any failure to provide information and/or to bargain or consult with, in accordance with Applicable Laws, current or former employees, consultants, directors, officers or contractors and their representatives (including to applicable labor organizations, unions and works councils) with respect to any labor organizationnegotiations. (iv) Since December 31, works council 2005, neither the Company nor any of its Subsidiaries has implemented any plant closing or employer organization applicable layoff of employees that (without regard to Available Non-Unionized Employees;any actions that could be taken by the Company and its Subsidiaries from and after the Closing) were implemented in violation of the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law. (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any To the knowledge of the Available Non-Unionized Employees andCompany, except for all of the Unionized Employeesemployees of the Company and its Subsidiaries who perform services in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, no union organizing or decertification activities are underway oras amended, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect other United States immigration laws and the laws related to the conduct employment of non-United States citizens applicable in the Business of state in which the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projectsemployees are employed, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; give rise to material fines or penalties payable by the Company and its Subsidiaries. To the knowledge of the Company, any employee of the Company or its Subsidiaries who performs services outside the United States is legally entitled to work in the country in which such employee performs services and the reporting and payment of, and withholding from, such employee's salary and other compensation complies with all Applicable Laws in both the United States and the work country (viii) there are no grievances pending orincluding social security contributions, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employeeswhere applicable), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;give rise to material fines or penalties payable by the Company or its Subsidiaries. With respect to any employee of the Company and its Subsidiaries who performs services outside the United States, the Company is in material compliance with all material foreign employment, labor, health and safety and other Applicable Laws governing employment and the rights of employees and labor unions. (ixvi) during Except as set forth on Section 5Q of the last two (2) yearsCompany Disclosure Letter or the other sections of the Company Disclosure Letter, no Seller or since December 31, 2005, all consultants and independent contractors of the Company and its Affiliate has effectuated any plant closing or mass layoff Subsidiaries have been properly classified as such for purposes of employees that could implicate any federal and applicable Law requiring notice of plant closings or layoffsstate laws, including the WARN Act, with respect laws applicable to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ KnowledgeEmployee Benefit Plans, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a SellerForeign Benefit Plans, an Affiliate of any Seller or an Acquired Company pursuant and other Applicable Laws related to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, not in the aggregate, reasonably be expected aggregate result in a material liability to have a Material Adverse Effect;the Company and its Subsidiaries. (xiivii) there is no arbitration proceeding pending orNeither the Company nor any of its Subsidiaries has, to Sellers’ Knowledgesince December 31, threatened in writing2005, arising out entered into any agreement that involved (or that may involve) the Company or any of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, its Subsidiaries in the aggregate, reasonably be expected to have a Material Adverse Effect; and future acquiring any undertaking or part of an undertaking such that Directive 77/187/EEC (xiiias amended by Directive 2001/23/EEC and as transposed into national law in the relevant European jurisdiction) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeesapplied or may apply thereto.

Employees and Labor Matters. (a) No Acquired Company has or has ever had any employees. (b) Except as set forth on in Schedule 4.18(b):3.21, (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iva) none of Sellers, their Affiliates the Company or any Acquired Company Subsidiary is a party to or bound by any labor agreement, collective bargaining agreement or other Contract recognition agreement with any labor organization, works council trade union or employer organization applicable to Available Non-Unionized Employeesother body representing employees; (vb) no labor union there is, and since January 1, 2000 there has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employeesbeen, no union organizing strike, dispute, work stoppage, walkout or decertification activities are underway orlockout pending or threatened, to Sellers’ Knowledge, threatened in writing with respect to against or affecting the Company or any Available Non-Unionized EmployeesCompany Subsidiary; (vic) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage no union organizational campaign is in progress with respect to the conduct employees of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) Company or the Retail any Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) yearsSubsidiary and no disputes or organizational efforts concerning representation exists respecting such employees; (viid) none of the Company or any Company Subsidiaries is engaged in or has received any written notice during the current or preceding year of, any unfair labor practice; (e) there is no unfair labor practice Claim charge or complaint against the Company or any Company Subsidiary pending or threatened, before the United States National Labor Relations Board or any other Governmental Authority, including without limitation any foreign agency or authority, having jurisdiction thereof; (f) none of the Company or any Company Subsidiary has received notice of, and there are no pending or, to Sellers’ the Knowledge of Seller, threatened, grievances against the Company or any Company Subsidiary, or any such arbitration proceedings pending under any collective bargaining agreements; (g) there are no pending or, to the Knowledge of Seller, threatened, charges or recommendations against the Company, any Company Subsidiary or any current or former employee of the Company or any Company Subsidiary before the United States Equal Employment Opportunity Commission or other Governmental Authority responsible for the prevention of unlawful employment practices; (h) none of the Company or any Company Subsidiaries has received written notice since January 1, 2000 of the intent of any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and no such investigation is in progress; (i) each of the Company and the Company Subsidiaries is in compliance with all federal, state, provincial, local and foreign labor, employment or immigration Laws in respect of all officers, employees or workers and there are no pending or, to Seller’s Knowledge, threatened claims in writing this regard against the Company or any Company Subsidiary before a relevant labor relations authority against court of law or tribunal in any foreign jurisdiction; (j) none of Sellers the Seller, the Company or their respective Affiliates any Company Subsidiary is currently engaged or obligated to engage in collective bargaining negotiations with respect to the conduct Company or any of the Business of the Project Companies (Company Subsidiaries, and other than as stated in those agreements set forth on Schedule 3.21, no agreement has been reached with respect any trade union or other body representing employees that will on a future date result in an increase in the level of remuneration or benefits payable to the operation employees. (k) in the twelve (12) months preceding the date of this Agreement no improvement or prohibition notice has been served on the Coal Participant ProjectsCompany or any Company Subsidiary by any body responsible for health and safety outside of North America; and (l) or the Retail Company orand all Company Subsidiaries have taken every reasonable step to ensure that records held in respect of any employees comply with the requirements of any data protection Laws relating to the use, control and dissemination of information and records relating to Sellers’ Knowledgeemployees in any jurisdiction. (m) to the extent required by applicable Laws, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ KnowledgeSeller, the operation Company and any Company Subsidiary have notified and/or consulted with local work councils located outside of the Coal Participant Projects; (x) any notice of North America regarding the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized EmployeesAgreement.

Employees and Labor Matters. (a) No Acquired All contracts, agreements, plans, arrangements, commitments and understandings (formal and informal, including the Company's employee manual, if any) pertaining to terms of employment, compensation, bonuses, profit sharing, stock purchases, stock repurchases, stock options, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of the Company's property and related matters of the Company has with any current or has ever had any employeesformer officer, director, employee or consultant will be made available to Buyer pursuant to Section 8.04 hereof. (b) Except as set forth on Schedule 4.18(b):Copies of all labor, collective bargaining, union and similar agreements under or by which the Company is obligated will be made available to Buyer pursuant to Section 8.04 hereof. (ic) Except for the Unionized Employees are employment and labor agreements which will be made available to Buyer pursuant to Section 8.04 hereof, neither Buyer nor the Company will have any responsibility for continuing any person in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i);employ (or retaining any person as a consultant) of the Company from and after the Closing or have any liability for any severance payments to or similar arrangements with any such Person who shall cease to be an employee of the Company at or prior to the Closing. Other than pursuant to any agreement which will be made available to Buyer pursuant to Section 8.04 hereof, there is no agreement, arrangement, commitment or understanding between the Company and any of its employees which could prohibit the Company from modifying the work schedule of its employees. (iid) no Available Non-Unionized Employees are represented There is not occurring or threatened, any strike,slow down, picket, work stoppage or other concerted action by a any union or other collective bargaining entity; (iii) there is no labor strike, dispute (group of employees or other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing persons against any Acquired the Company or its predecessor Affiliate, except as would not, in premises or products. Except for activities by the aggregate, reasonably be expected unions that are parties to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employeesagreements which will be made available to Buyer pursuant to Section 8.04 hereof, no union organizing or decertification activities are underway or, other labor organization has attempted to Sellers’ Knowledge, threatened in writing with respect to organize any Available Non-Unionized Employees;of the employees of the Company. (vie) none of Sellers, their Affiliates or any Acquired The Company has experienced any material work stoppage complied with respect all Legal Requirements relating to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projectsemployment and labor, except as where the failure to so comply would not, in the aggregate, reasonably be expected to not have a Material Adverse Effect; (viii) there are , and no grievances pending or, to Sellers’ Knowledge, there is no conduct facts or circumstances exist that could reasonably be expected to lead to provide a grievance under reasonable basis for a claim of wrongful termination by any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller current or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct former employee of the Business of Company against the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized EmployeesCompany.

Employees and Labor Matters. (ai) No Acquired Company To the Knowledge of the Target, no executive, key employee, or group of employees has any plans to terminate employment with the Target or has ever had any employeesits Subsidiaries. (bii) Except 5(v)(ii)(A) of the Target Disclosure Schedule contains a list of (A) all full, part-time and hourly employees of the Target and its Subsidiaries as of the date of this Agreement (the “Target Employees”), and (B) all independent contractors to the Target and its Subsidiaries who have rendered services to the Target and its Subsidiaries within the last twelve (12) months. § 5(v)(ii) of the Target Disclosure Schedule sets forth for each Target Employee the following information as of the date of this Agreement: (v) title, (w) base or hourly compensation, (x) accrued and unused vacation and sick pay and (y) bonuses paid or accrued with respect to the current fiscal year. § 5(v)(ii)(B) of the Target Disclosure Schedule shall contain a list of all the Target Employees as of the Effective Time, and all of the information described in clauses (v) through (y) of the preceding sentence, as of the Effective Time. (iii) Neither Parent nor the Target and its Subsidiaries will have any responsibility for continuing any individual in the employ (or retaining any Person as a consultant) of Parent or the Target and its Subsidiaries from and after the Closing or have any Liability for any severance payments or other benefit payments to or similar arrangements with any such Person other than as specifically described in § 5(v)(iii) of the Target Disclosure Schedule. (iv) Neither the Target nor any of its Subsidiaries has experienced any work stoppage, slow-down, picket, strike, lock-out or other labor disturbance, nor is any such work stoppage, slow-down, picket, strike, lock-out or other labor disturbance presently occurring or, to the Knowledge of the Target, threatened that the Target reasonably expects based on past experience will result in any material interference with normal business operations. To the Knowledge of the Target, (A) there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to any Target Employees, and (B) during the last five (5) years, no union or other labor organization has attempted to organize any of current or former employees of the Target and its Subsidiaries. (v) There are no Claims, controversies or labor disturbances pending or, to the Knowledge of the Target, threatened, by any Governmental Entity, including any demand for back payments from social insurance audits, or any Target Employees or any party or parties representing any of such Target Employees or any former employer of any current Target Employees, against the Target or its Subsidiaries before any court, arbitrator or other tribunal that could have a Target Material Adverse Effect. There are no unfair labor practice charges, charges of discrimination, wrongful termination or other similar complaints pending against the Target or its Subsidiaries involving employees now or previously employed by the Target or its Subsidiaries which could have a Target Material Adverse Effect nor, to the Knowledge of the Target, except as set forth on Schedule 4.18(b):§ 5(v)(v) of the Target Disclosure Schedule, do any facts or circumstances exist that could provide a Basis for the same, which would impose any material Liability upon the Target or any of its Subsidiaries. (ivi) Each of the Unionized Employees are in bargaining units covered Target and its Subsidiaries has materially complied with all applicable laws, regulations and rules relating to employees, the employment of labor, and the safety and health of employees, including without limitation, all laws, regulations and rules relating to occupational health and safety, discrimination, unemployment, wages, hours, the Family and Medical Leave Act of 1993, collective bargaining, applicable laws regarding data protection, and the collection and payment of withholding Taxes and similar Taxes. To the Knowledge of the Target, no facts or circumstances exist that could provide a reasonable Basis for a claim of wrongful termination by a current or former employee of the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i);Target and its Subsidiaries, which would impose any material Liability upon the Target or any of its Subsidiaries. (iivii) no Available Non-Unionized Employees are represented by a union Target has disclosed to Parent the existence in Target or its Subsidiaries of any works’ council, employee representatives or other employee representative body, as well as the existence of any applicable internal rules, work rules, collective bargaining entity;agreements or collective wage agreements. (iiiviii) there is To the Knowledge of the Target, no labor strikemember of the existing or prior work force of the Target has been subjected to any occupational health or safety hazard as a result of his or her service to the Target and its Subsidiaries that, dispute (other than routine non-material grievances), slowdown, stoppage individually or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in has had or could have a Target Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect;. (ix) during All Persons to whom the last two (2) years, no Seller or Target and its Affiliate has effectuated any plant closing or mass layoff Subsidiaries have made payments for the performance of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect services prior to the conduct Closing Date have been properly classified as employees or non-employees for the purposes of applicable social taxes, federal income and employment tax withholding and coverage under all of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) Employee Benefit Plans. There has been no determination or the Retail Company orassertion by any Governmental Entity, to Sellers’ Knowledgeany tribunal or commission, the operation of the Coal Participant Projects;or any Person that any individual has been improperly classified as a non-employee. (x) To the Knowledge of Target, the Business Transfer Laws will not operate to transfer as a matter of law the contract of employment of any notice employee of Target or its Subsidiaries outside of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller United States from Target or an Acquired Company pursuant its Subsidiaries to any applicable Law Parent or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized EmployeesMerger Sub.

Employees and Labor Matters. (a) No Acquired SECTION 3.19(a) OF THE COMPANY DISCLOSURE SCHEDULE sets forth, with respect to each employee of the Company has (including any employee of the Company who is on a leave of absence or has ever had on layoff status subject to recall) (i) the name of such employee and the date as of which such employee was originally hired by the Company or a Subsidiary, and whether the employee is on an active or inactive status; (ii) such employee's title; (iii) such employee's annualized compensation as of the date of this Agreement, including base salary, sick leave, long-service leave, bonus and/or commission potential, equity vesting schedule, severance pay potential, and any employeesother compensation forms; (iv) each current benefit plan in which such employee participates or is eligible to participate; (v) any governmental authorization that is held by such employee and that is used in connection with the Company's business; (vi) such employee's accrued annual leave, accrued sick leave and accrued long service leave entitlements as at the Closing Date; and (vii) the period of notice required to terminate such employee's employment. (b) Except SECTION 3.19(b) OF THE COMPANY DISCLOSURE SCHEDULE lists all Persons who are currently performing services for the Company who are classified as set forth on Schedule 4.18(b): (i) "consultants" or "independent contractors," the Unionized Employees are in bargaining units covered by compensation of each such Person and whether the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would nota Subsidiary is party to an agreement with such Person (whether or not in writing). Any such agreements are listed on SECTION 3.14 OF THE COMPANY DISCLOSURE SCHEDULE and have been delivered (or, in the aggregatecase of agreements that are not in writing, reasonably be expected a summary thereof has been delivered) to result Optium. All Persons engaged by the Company as independent contractors, rather than employees, have been properly classified as such and have been engaged in Material Adverse Effect;accordance with all applicable foreign, federal, state and/or local laws. (ivc) none of Sellers, their Affiliates or any Acquired The Company is not and has never been a party to or bound by any collective bargaining industrial award or agreement (including any non-registered agreement) or similar agreement. There has never been nor has there been a threat of any lockout, strike, slowdown, work stoppage, industrial dispute or union organizing activity, or any similar activity or dispute, affecting the Company or any of their employees. (d) SECTION 3.19(d) OF THE COMPANY DISCLOSURE SCHEDULE lists all current employee manuals and handbooks, employment policy statements, employment agreements, and other Contract materials relating to the employment of the current employees of the Company and its Subsidiaries. The Company has delivered to Optium complete copies of all such documents. (e) Except as disclosed in SECTION 3.19(e) OF THE COMPANY DISCLOSURE SCHEDULE, (i) none of the employees of the Company has notified or otherwise indicated to the Company that he or she intends to terminate his or her employment with the Company, or not to accept employment with Optium; (ii) the Company does not have a present intention to terminate the employment of any labor organizationemployee; (iii) to the Company's Knowledge, works council or employer organization applicable to Available Non-Unionized Employees; no employee of the Company has since September 30, 2005 received an offer of an employment from any other Person; (iv) all employees of the Company have executed the Company's form noncompetition, nondisclosure and developments agreement; (v) no labor union has been certified employee of the Company is a party to or is bound by a relevant labor relations authority as bargaining agent for any employment contract, patent disclosure agreement, noncompetition agreement or other restrictive covenant or other contract with any third party that would be likely to affect in any way (A) the performance by such employee of any of his or her duties or responsibilities as a employee, or (B) the Available Non-Unionized Employees and, except for business or operations of the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; Company; (vi) none to the Company's Knowledge, no employee of Sellersthe Company is in violation of any term of any employment contract, their Affiliates patent disclosure agreement, noncompetition agreement, or any Acquired Company has experienced any material work stoppage with respect other restrictive covenant to a former employer relating to the conduct right of any such employee to be employed by the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; Company; and (vii) there the Company is not and never have been engaged in any dispute or litigation with an employee or former employee regarding Intellectual Property matters. (f) Except as disclosed in SECTION 3.19(f) OF THE COMPANY DISCLOSURE SCHEDULE or SECTION 3.17(b) OF THE COMPANY DISCLOSURE SCHEDULE, the Company does not have an established severance pay practice or policy; (ii) no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct employee of the Business Company is entitled to any redundancy entitlements, severance pay, bonus compensation, acceleration of payment or vesting of any equity interest, or other payment from the Project Companies (other than Company or Optium as a result of or in connection with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by or any of the Ancillary Agreements or as a Seller, an Affiliate result of any Seller termination by the Company on or an Acquired after the Closing of any Person employed by the Company pursuant on or prior to any applicable Law or Collective Bargaining Agreement has been given;the Closing Date. (xig) Sellers and their respective Affiliates employing the Business Employees are The Company is in compliance in all material respects with all currently applicable Laws relating to laws respecting employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargainingand employment practices, terms and conditions of employmentemployment and wages and hours. The Company is not engaged, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would nothave never engaged, in any unfair labor practice of any nature. The Company have not failed to pay, any of its employees, consultants or contractors for any wages (including overtime), salaries, commissions, bonuses or any other benefits, under contract, statute or any industrial award or agreement for any services performed by them to the aggregate, reasonably date hereof or amounts required to be expected reimbursed to have a Material Adverse Effect;such individuals. (xiih) there The Company, and each employee of the Company, is in compliance with all applicable visa and work permit requirements, and no arbitration proceeding pending orvisa or work permit held by an employee of the Company will expire during the six month period following the date of this Agreement. (i) If all of the services of all employees of the Company had been terminated on the Company Balance Sheet Date, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to then the Unionized Employees, except as would not, amount provided for in the aggregate, reasonably be expected Company Balance Sheet as at that date for long-service leave and holiday pay would have been sufficient to provide for all long-service leave and annual leave which would have a Material Adverse Effect; andthen been due to (or properly accrued in favor of) such employees. (xiiij) Since the Company Balance Sheet Date, no emoluments, remuneration or fees have been paid or agreed by the Company or its Subsidiaries to Sellers’ be paid to any director save for remuneration of an amount consistent with past practice in the previous 12 months for the service of full-time executive directors. (k) The Company has complied with all improvement notices issued to them by Workcover Corporation. (l) To the Company's Knowledge, there are no pending written requests for workers' compensation claims against the Company that are not covered in full by the Company insurance policies (excluding any material changes excess payable, not exceeding $A500). (m) The Company has not done or omitted to do any act or thing, the doing or omission of which is or could be a breach of: (i) any determination or order of any tribunal, person, or body empowered to determine any dispute relating to the rights or duties of the Company or of any trade union or member of a trade union pursuant to any Collective Bargaining Agreement applicable industrial or similar award or agreement; or (ii) any term contained or implied in any agreement or award between the Company and any trade or labor union or any employee of the Company, (iii) which leads or is likely to or could lead to any industrial action or cause any labor problems. (n) The Company has not done or omitted to do any act or thing, the Unionized Employeesdoing or omission of which is or could be a breach of any occupational health and safety laws or regulations.

Employees and Labor Matters. (a) No To the Knowledge of Seller and the Acquired Company Companies, no executive, key employee, or group of employees has or has ever had any employees. (b) plans to terminate employment with the Acquired Companies. Except as set forth on Schedule 4.18(b): (idisclosed in Section 4.21(a) of the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending orDisclosure Letter, to Sellers’ Knowledgethe Knowledge of Seller and the Acquired Companies, threatened in writing no employee has any claim, or basis for any claim, against any the Acquired Company or its predecessor Affiliate, except as Companies that would not, in the aggregate, reasonably be expected to result in Material Adverse Effect;a material Liability of any Acquired Company. (ivb) none Section 4.21(b) of Sellersthe Disclosure Letter contains a list of (i) all full, their Affiliates or part-time and hourly employees of the Acquired Companies as of a date not more than ten (10) days prior to the date of this Agreement (the “Employees”), (ii) all consultants and other independent contractors to the Acquired Companies who have rendered services material to the business of the Acquired Companies within the last twelve (12) months, and (iii) the directors, executive officers and any advisory board members of the Acquired Company is Companies, if any, including an organizational chart of each. Section 4.21(b) of the Disclosure Letter also sets forth for each Employee the following information as of a party date not more than ten (10) days prior to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; the date of this Agreement: (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees andtitle (if manager level or above), except for the Unionized Employees(w) base or hourly compensation, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) accrued and unused vacation and sick pay (to the extent such vacation and sick pay constitutes an obligation which will be due and payable upon termination of such employee), (y) any notice severance obligation of the Acquired Companies which may result upon consummation of the transactions contemplated by this Agreement that was required Agreement, and (z) bonuses paid or accrued with respect to the current fiscal year in the aggregate for all Employees. Except as set forth on Section 4.21(b) of the Disclosure Letter, and except as provided by a Law, the employment of all persons presently employed or retained by each Acquired Company is terminable at will. (c) Since January 1, 2007, the Acquired Companies have not experienced any work stoppage, slow-down, picket, strike, lock-out or other labor disturbance, nor is any such work stoppage, slow-down, picket, strike, lock-out or other labor disturbance presently occurring or, to the Knowledge of Seller and the Acquired Companies, Threatened. To the Knowledge of Seller and the Acquired Companies, (i) there are no organizational efforts presently being made or Threatened by or on behalf of any labor union with respect to any Employees, and (ii) since January 1, 2007, no union or other labor organization has attempted to organize any current or former employees of the Acquired Companies. Neither Seller, an Affiliate the Acquired Companies nor to their Knowledge any of any Seller the ERISA Affiliates are or an Acquired Company pursuant were a party to any applicable Law or Collective Bargaining Agreement has been given;collective bargaining agreement. (xid) Sellers and their respective Affiliates employing the Business Employees are Except as disclosed in compliance in all material respects with all applicable Laws relating to employment Section 4.21(d) of the Business Disclosure letter, there are no claims, controversies, labor disturbances, investigations, Proceedings or complaints pending or, to Knowledge of Seller and the Acquired Companies, Threatened, by any Governmental Authority, any Employees, including all any party or parties representing any of such applicable Laws relating to wagesEmployees, hoursor any former employer of a current Employee, collective bargainingagainst the Acquired Companies before any court, terms and conditions arbitrator or other tribunal. There are no unfair labor practice charges, charges of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as wrongful termination or other similar complaints pending against the Acquired Companies involving employees now or previously employed by the Acquired Companies that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect;, nor, to the Knowledge of Seller and the Acquired Companies, do any facts or circumstances exist that could provide a reasonable basis for the same. (xiie) there is no arbitration proceeding pending orThere has not been with respect to any Acquired Company (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state, to Sellers’ Knowledgelocal or foreign Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, threatened or (ii) a “mass layoff” (as defined in writingthe WARN Act, arising out or any similar state, local or foreign Law) affecting any site of employment or under facility. None of the employees of any Collective Bargaining Agreement applicable Acquired Company has suffered an “employment loss” (as defined in the WARN Act or any similar state, local or foreign Law) during the ninety-day period prior to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeesdate of this Agreement.

Employees and Labor Matters. (a) No Acquired Company has Schedule 4.11(a) of the Seller Disclosure Letter contains a true, complete and correct list, as of the date hereof, of the following information for each Business Employee as of the date hereof: such individual’s (i) current annual base salary or has ever had base hourly rate, (ii) if applicable, annual incentive compensation opportunity and target bonus, (iii) payment received for the 2020 calendar year under any employees(A) variable incentive compensation opportunity in the form of a formulaic incentive or (B) annual discretionary bonus arrangement, or (C) sales commissions, (iv) job title, (v) whether exempt or non-exempt from overtime pay under applicable Law, (vi) corporate hire date, (vii) work location, (viii) annual allotment of vacation benefit, (ix) such Business Employee’s employer, and (x) whether such Business Employee is on a leave of absence (including the anticipated return to work date). (b) Except as set forth Schedule 4.11(b) of the Seller Disclosure Letter lists all independent contractors rendering services to or in connection with the Business (the “Business Contractors”), a description of services, remuneration and start date of engagement (c) None of the individuals listed on Schedule 4.18(b): (i4.11(a) of the Unionized Employees Seller Disclosure Letter have terms and conditions of employment that are in subject to a collective bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees agreement to which Sellers or any of their Affiliates are a party. No Business Employee is represented by or part of a works council, union or other collective bargaining entity; (iii) group, and there have been no attempts to form a work council, union or other collective group. There is no no, nor there has not been since January 1, 2019 any, labor strike, dispute (dispute, slow down, work stoppage, unresolved material labor union grievance or labor arbitration proceedings or any other than routine non-material grievances)Proceedings, slowdownpending, stoppage or lockout actually pending or, to the Sellers’ Knowledge, threatened in writing against the Sellers or any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellerssuch individual and, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes union organizing activities. (d) To the Sellers’ Knowledge, no Business Employee nor Business Contractor is subject to any Collective Bargaining Agreement applicable restrictive covenant or any other obligation for the benefit of any third party, other than Sellers or the Business, that adversely affects the ability of such Person to perform his or her duties or provide services to, or could limit such Person’s services to the Unionized EmployeesSellers in connection with the Business because of the nature of the Business or the use of trade secrets or proprietary information of any Person. (e) To the extent due and payable, the Sellers and each of their Affiliates have paid in full to all Business Employees and Business Contractors all wages, salaries, fees, commissions, bonuses, benefits and other compensation due to or on behalf of such Business Employees and Business Contractors. (f) No Business Employee or group of such employees has informed any of the Sellers of any plans to terminate employment with such Seller.

Employees and Labor Matters. (a) No Acquired employee or director of the Company is bound by any Contract with any other Person that is violated or breached by such employee or director performing the services he or she is performing for the Company or that in any way adversely affects or will affect the performance of his or her duties as an employee or director of the Company. Except as set forth on Schedule 3.21(a), each employee of the Company is employed on an at-will basis, and the Company does not have any written or oral agreement with any of its employees which would interfere with the Company's ability to discharge such employees. Except as expressly contemplated by this Agreement and the Related Documents, neither the Company nor either of the Sellers has promised or has ever had represented to the Company's respective shareholders, directors, officers, employees, consultants, independent contractors, agents, representatives or other personnel that any employeesof such Persons will be employed or engaged by or receive any particular benefits from the Company or any of its Affiliates on or after the Closing Date. (b) There is no collective bargaining agreement or union Contract binding on the Company. There is no pending, or, to the Knowledge of the Sellers, threatened labor strike, dispute, slowdown, picketing, boycott, organization drive, stoppage or any other interference with the operation or conduct of the Business or against the Company (collectively, "Work Interferences"). There are no filed, pending or, to the Knowledge of the Sellers, threatened injunctions against the Company which would have the effect of constituting a Work Interference. There have been no Work Interferences within the past five (5) years. (c) There are no unfair labor practice charges or complaints, minimum wage or overtime or equal pay charges or complaints, occupational safety and health charges or complaints, wrongful discharge charges or complaints, employee grievances, discrimination claims or workers' compensation claims pending or, to the Knowledge of the Sellers, threatened against the Company before any Governmental Authority. Neither the Company nor either of the Sellers has received notice from any Governmental Authority of any alleged violation of applicable Law that remains unresolved respecting employment and employment practices, terms and conditions of employment, or wage and hours. (d) Except as set forth on Schedule 4.18(b): (i) 3.21(d), neither of the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union Company nor any other Person has any obligations for severance or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in payments the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of Company's employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice arising out of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeesotherwise.

Employees and Labor Matters. (a) No Acquired Company has Neither Hammer nor any Hammer Subsidiary is a party to or has ever had bound by any employees. (b) Except as set forth on Schedule 4.18(b): material labor contract, material collective bargaining contract or material Contract with any works council that pertains to employees of Hammer or any Hammer Subsidiary and, to the Knowledge of Hammer, (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); no labor union, labor organization, works council, or group of employees of Hammer or any Hammer Subsidiary has made a pending demand for recognition or certification, (ii) there are no Available Non-Unionized Employees are represented representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority with respect to any individuals employed by a union or other collective bargaining entity; otherwise performing services for Hammer or any Hammer Subsidiary (the “Hammer Employees”) since January 1, 2014, and (iii) there is none of the Hammer Employees has engaged in any union organizing activity since January 1, 2014. There are no material labor strikestrikes, dispute (other than routine non-material grievances)disputes, slowdownlockouts, stoppage slowdowns or lockout actually stoppages pending or, to Sellers’ Knowledgethe Knowledge of Hammer, threatened in writing against Hammer or any Acquired Company Hammer Subsidiary. Neither Hammer nor any Hammer Subsidiary is required to provide notice to any work council or its predecessor Affiliatesimilar representative body prior to the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, except as where the failure to provide such notice would not, individually or in the aggregate, reasonably be expected to (i) result in Material Adverse Effect;material liability to Hammer and the Hammer Subsidiaries, taken as a whole, or (ii) materially delay or prevent the consummation of the transactions contemplated by this Agreement. (ivb) none of SellersExcept as, their Affiliates individually or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, would not reasonably be expected to have a Hammer Material Adverse Effect; (viii) , there are no grievances pending or, to Sellers’ Knowledgethe Knowledge of Hammer, there is no conduct threatened material lawsuits, administrative charges, controversies, grievances or claims by any Hammer Employee, independent contractor, former Hammer Employee, or former independent contractor of Hammer or any Hammer Subsidiary before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority with respect to his or her employment or contractor relationship, compensation, terms of employment, termination of employment, employee benefits (except that could reasonably be expected to lead to a grievance under arise in the ordinary course of business), or any Collective Bargaining Agreement applicable to the Unionized Employeesother employment-related issue. (c) Except as, except as would not, individually or in the aggregate, would not reasonably be expected to have a Hammer Material Adverse Effect; (ix) during the last two (2) years, there are no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company pending or, to Sellers’ Knowledgethe Knowledge of Hammer, the operation of the Coal Participant Projects; (x) threatened material Actions or investigations by any notice of the transactions contemplated by this Agreement that was required by Governmental Authority to which Hammer or any Hammer Subsidiary is a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws party relating to the employment practices of the Business EmployeesHammer or any Hammer Subsidiary, including all such applicable Laws Actions or investigations relating to wages, hours, collective bargainingdiscrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, meal and rest breaks, occupational safety and health, employee whistle-blowing, immigration and employment discriminationeligibility verification, immigrationemployee privacy, disabilitybackground checks and other consumer reports regarding employees or applicants and classification of employees, civil rights consultants and pay equityindependent contractors. (d) Except as, except as would not, individually or in the aggregate, would not reasonably be expected to have a Hammer Material Adverse Effect; (xii) there is no arbitration proceeding pending or, Hammer and each Hammer Subsidiary is, and for the past five years has been, in compliance with all applicable Laws governing the employment of labor, including all contractual commitments and all such laws relating to Sellersdiscrimination or harassment in employment, terms and conditions of employment, termination of employment, wages, overtime classification, hours, meal and rest breaks, occupational safety and health, employee whistle-blowing, immigration and employment eligibility verification, employee privacy, background checks and other consumer reports regarding employees and applicants, employment practices, classification of employees, consultants and independent contractors, collective bargaining, unemployment insurance, the collection and payment of withholding and/or social security Taxes or any similar Tax or workers’ Knowledgecompensation, threatened including the Age Discrimination in writingEmployment Act, arising out the Older Workers’ Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights Act of 1991, ERISA, the Fair Labor Standards Act, the Americans with Disabilities Act, the Occupational Safety and Health Act, the Family Medical and Leave Act, the Genetic Information Nondiscrimination Act, the National Labor Relations Act, the Equal Pay Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, Executive Order 11246 and any other executive orders or under any Collective Bargaining Agreement applicable regulations governing affirmative action and equal employment opportunities, EEO and VETS-100 reporting obligations, the Immigration Reform and Control Act and all similar Laws to the Unionized Employees, except as would not, in the aggregate, reasonably be expected extent such Laws apply to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for Hammer or any material changes to any Collective Bargaining Agreement applicable to the Unionized EmployeesHammer Subsidiary.

Employees and Labor Matters. (a) To the Knowledge of the Company, no executive, key employee, or group of employees has any plans to terminate employment with the OP Entities prior to the Effective Time of the Mergers. No Acquired Company Employee has or has ever had any employeespending claim against any of the Selling Entities. (b) Except as set forth on Schedule 4.18(b): Section 7.20(b) of the Disclosure Letter contains a list of (i) all full, part-time and hourly employees of the Unionized Employees are in bargaining units covered by Selling Entities as of the Collective Bargaining Agreements set forth on Schedule 4.18(b)(idate of this Agreement (the “Selling Entity Employees”); , (ii) no Available Non-Unionized Employees are represented by a union or all consultants and other collective bargaining entity; independent contractors to the Selling Entities who have rendered services material to the business of the Selling Entities within the last twelve (12) months, and (iii) there is no labor strikethe directors and executive officers of the Selling Entities, dispute if any, including an organizational chart of each. Section 7.20(b) of the Disclosure Letter also sets forth for each Selling Entity Employee the following information as of the date hereof: (other than routine non-material grievances)u) title, slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees andsupervisor, except for the Unionized Employees(w) base or hourly compensation, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) accrued and unused vacation and sick pay, (y) any notice severance obligation of the Selling Entities which may result upon consummation of the transactions contemplated by this Agreement that was required Agreement, and (z) the aggregate amount of bonuses or incentive compensation paid or accrued with respect to the current fiscal year. (c) During the past five (5) years, the Selling Entities have not experienced any work stoppage, slow-down, picket, strike, lock-out or other labor disturbance, nor is any such work stoppage, slow-down, picket, strike, lock-out or other labor disturbance presently occurring or, to the Knowledge of the Company, threatened. To the Knowledge of the Company, (i) there are no organizational efforts presently being made or threatened by a Seller, an Affiliate or on behalf of any Seller or an Acquired Company pursuant labor union with respect to any applicable Law Selling Entity Employees, and (ii) during the last five (5) years, no union or Collective Bargaining Agreement other labor organization has been given;attempted to organize any current or former employees of the OP Entities. Neither the Selling Entities nor to the Knowledge of the Company, any of the ERISA Affiliates, are or were a party to any collective bargaining agreement. (xid) Sellers There are no claims, controversies, labor disturbances, investigations, proceedings or complaints pending or, to the Knowledge of the Company and their respective Affiliates employing KLO, threatened, by any Governmental Entity, any Selling Entity Employees, any party or parties representing any of such Selling Entity Employees, or any former employer of a current Selling Entity Employee, against the Business Employees Selling Entities before any court, arbitrator or other tribunal. There are in compliance no unfair labor practice charges, charges of discrimination, wrongful termination or other similar complaints pending against the Selling Entities involving employees now or previously employed by the Selling Entities, nor, to the Knowledge of the Company and KLO, do any facts or circumstances exist that could provide a reasonable basis for the same. (e) Each of the Selling Entities has complied in all material respects with all applicable Laws Laws, regulations and rules relating to employees, the employment of labor, and the Business Employeessafety and health of employees, including without limitation, all such applicable Laws laws, regulations and rules relating to occupational health and safety, discrimination, unemployment, wages, hours, the Family and Medical Leave Act of 1993, collective bargaining, terms and conditions the collection and payment of employmentwithholding Taxes and similar Taxes. To the Knowledge of the Selling Entities, no facts or circumstances exist that could provide a reasonable basis for a claim of wrongful termination by a current or former employee of employmentthe Selling Entities. (f) To the Knowledge of the Selling Entities, employment discrimination, immigration, disability, civil rights and pay equity, except no member of the existing or prior work force of the Selling Entities has been subjected to any occupational health or safety hazard as would not, in a result of his or her service to the aggregate, Selling Entities that could reasonably be expected to have a Material Adverse Effect;be materially adverse to the Selling Entities. (xiig) there is no arbitration proceeding pending orSection 7.20(g) of the Disclosure Letter contains a list of all agreements: (i) restricting the right of the Selling Entities to terminate any Selling Entity Employee at-will; or (ii) requiring any payment, to Sellers’ Knowledgeother than wages earned through the date of termination and accrued, threatened in writingunused vacation pay, arising out upon termination of or under the employment of any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there Selling Entity Employee. All Selling Entity Employees are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeesemployed at-will.

Employees and Labor Matters. (a) No Acquired Company has or has ever had Except as identified on Schedule 3.18(a), Seller does not have any employees.employees with respect to the Project; (b) Except as set forth the persons identified on Schedule 4.18(b): 3.18(b) provide full-time or recurring and continuous part-time on site services to Seller with respect to the Project and are employed by a third party vendor pursuant to an agreement with such third-party vendor (ipersons identified on Schedules 3.18(a) and 3.18(b), collectively, the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i"Employees"); (iic) no Available NonSchedule 3.18(c) lists each Contract between a third-Unionized Employees are represented by party vendor and Seller or any Affiliate of Seller pursuant to which employees of a union or other collective bargaining entitythird-party vendor provide material on site employee services principally dedicated to Seller with respect to the Project; (iiid) there is no has not occurred, nor, to Seller's Knowledge has there been threatened, a labor strike, dispute (other than routine non-material grievances)request for representation, organizing campaign, work stoppage, slowdown, stoppage or lockout actually pending or, or other labor dispute by or involving any of the Employees with respect to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, Seller in the aggregate, reasonably be expected to result in Material Adverse Effectpast ten years; (ive) none neither Seller nor any of Sellersits Affiliates has received written notice of any unfair labor practice charge against Seller or any of its Affiliates regarding practices/acts of Seller pending before the National Labor Relations Board; and neither Seller nor any of its Affiliates has received notice that any petition respecting any Employees, their or respecting any former employees of Seller or of its Affiliates or any Acquired Company is of a third-party vendor who were principally dedicated to or bound by any collective bargaining agreement or other Contract Seller, has been filed with any labor organization, works council or employer organization applicable to Available Non-Unionized Employeesthe National Labor Relations Board; (vf) no labor union has been certified by a relevant labor relations authority as bargaining agent for neither Seller nor any of its Affiliates have received any notice with respect to the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none former employees of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated Affiliates or a third-party vendor who were principally dedicated to Seller, of any plant closing or mass layoff charges before any Governmental Authority responsible for the prevention of employees that could implicate unlawful employment practices; and Seller and its Affiliates and, to Seller's Knowledge, any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees third-party vendor are in compliance in all material respects with all applicable Laws relating to respecting employment of the Business Employeespractices, including all such applicable Laws relating to wagesoccupational health and safety, hours, collective bargaininglabor relations, terms and conditions of employmentemployment and similar Laws with respect to the Employees, termination and with respect to any former employees of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending Seller or its Affiliates or, to Sellers’ Seller's Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable a third-party vendor who were principally dedicated to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse EffectSeller; and (xiiig) neither Seller nor any of its Affiliates have received notice of any investigation related to Sellers’ the Employees, or related to any former employees of Seller or its Affiliates or, to Seller's Knowledge, there are a third-party vendor who were principally dedicated to Seller, by a Governmental Authority responsible for the enforcement of labor or employment Laws and regulations and, to Seller's Knowledge, no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeessuch investigation is threatened.

Employees and Labor Matters. (a) No Acquired Set forth on Schedule 2.23(a) hereto is a copy of the 2016 and present payroll summary of the Company which lists all employees who as of the date thereof and hereof were and are actively employed either full or part time by the Company (the “Company Employees”) and their respective positions, hire dates, termination dates (if applicable), base wage rates, and the amount of any other compensation. The Seller Group has or has ever had any employeesmade available to the Parent all of the employment files and records applicable to the Company Employees which files are true, correct, and complete in all material respects to the Knowledge of the Seller Group. (b) Set forth on Schedule 2.23(b) hereto is a list of (i) each employment Contract or severance protection Contract in effect with respect to any one or more of the Company Employees (collectively, the “Company Employees Employment Agreements”), (ii) each collective bargaining Contract or other arrangement or understanding with a labor organization to which the Company is a party, (iii) each union or labor organization that, to the Knowledge of the Seller Group, claims to represent the Company Employees for purposes of collective bargaining together with a description of the bargaining unit in which such labor organization claims to represent the Company Employees, and (iv) the name of the Company Employees with whom the Stockholder or the Company has entered into an agreement or contract as of the date hereof providing for retention payments (collectively, the “Retention Agreements”). The Stockholder has furnished to the Parent true and correct copies of all Company Employees Employment Agreements and Retention Agreements. (c) Since January 1, 2009, (i) the Company has not effectuated a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any other similar statute or regulation of any applicable jurisdiction (collectively, the “WARN Act”), and any similar state or non-U.S. statute affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (ii) the Company has not effectuated a “mass layoff” as defined in the WARN Act affecting any Site of employment or one or more operating units within any Site of employment or facility of the Company, (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger any similar state or local Laws, and (iv) to the knowledge of the Seller Group, none of the employees of the Company has suffered an “employment loss” as defined in the WARN Act. (d) Except as set forth on Schedule 4.18(b): 2.23(d), as of the date hereof: (i) the Unionized Employees there are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strikepending, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledgethe Knowledge of the Seller Group, pending or threatened in writing against claims relating to any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected alleged material violation of any Law pertaining to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for or employment matters relating to any of the Available Non-Unionized Employees and, except for Company Employees. (e) To the Unionized EmployeesKnowledge of the Seller Group, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing organizational campaign presently exists with respect to any Available Non-Unionized Employees;Company Employees and no request or petition for union representation has been filed or made. (vif) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there There are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under collective bargaining Contracts covering any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

Employees and Labor Matters. (a) No Acquired Company has Schedule 4.21(a) contains a list of (1) all full and part-time employees of Seller (the "Division Employees") who, as of a date on or has ever had any employeesabout the date of this Agreement, are engaged in the conduct of the Division Business and (2) all consultants to Seller who have been advising Seller in connection with, the conduct of the Division Business. Schedule 4.21(a) sets forth for each Division Employee the following information as of the date hereof: (i) base or hourly compensation, (ii) accrued and unused vacation and sick pay, and (iii) bonuses paid or accrued with respect to the current year. (b) Schedule 4.21(b) contains a true and complete list of all written contracts, agreements, plans, arrangements, commitments and understandings (formal and informal) pertaining to terms of employment, compensation, bonuses, profit sharing, commissions, incentives, loans or loan guarantees, severance pay or benefits, use of Seller's property and related matters of Seller with any Division Employee or any former employee of or consultant to the Division, other than Plans disclosed on Schedule 4.14. True and complete copies of all such contracts, agreements, plans, arrangements and understandings have been delivered to Purchaser heretofore. (c) Schedule 4.21(c) contains a true and complete list of all labor, collective bargaining, union and similar agreements that affect the Division and under or by which Seller or any Affiliate of Seller is obligated, and true and complete copies of all such agreements have been delivered to Purchaser heretofore. Except as set forth in Schedule 4.21(c), the employees of Seller who are engaged in the Division Business are not subject to any collective bargaining agreement, memorandum of understanding or other written document binding on Seller respecting terms and conditions of employment with respect to an identified group of employees. As to the collective bargaining agreements disclosed on Schedule 4.18(b):4.21(c), Seller is not in material default thereunder. (d) During the past four (4) years, Seller has not experienced any work stoppage, slow-down, picket, strike, lock-out or other material labor disturbance that affected the Division Business or the premises or products of the Division, nor is any such work stoppage, slow-down, picket, strike, lock-out or other labor disturbance presently occurring or, to the knowledge of Seller, threatened. To Seller's knowledge, (i) there are no organizational efforts presently being made or threatened by or on behalf of any labor union with respect to the Unionized Employees employees of Seller who are engaged in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); conduct of the Division Business, and (ii) except for the union representation reflected in the collective bargaining agreements disclosed on Schedule 4.21(c), during the last four (4) years, no Available Non-Unionized Employees are represented by a union or other collective bargaining entity;labor organization has attempted to organize any current or former employees of the Division Business. (iiie) there is no labor strike, dispute (other than routine non-material grievancesExcept as disclosed on Schedule 4.21(e), slowdownthere are no claims, stoppage controversies, labor disturbances, investigations, proceedings or lockout actually complaints pending or, to Sellers’ KnowledgeSeller's knowledge, threatened in writing against any Acquired Company or its predecessor Affiliatethreatened, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement Governmental Entity or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities employees of Seller who are underway or, to Sellers’ Knowledge, threatened engaged in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Division Business or any party or parties representing any of the Project Companies (such employees against Seller before any court, arbitrator or other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is tribunal. There are no unfair labor practice Claim charges, charges of discrimination, or other similar complaints pending or, to Sellers’ Knowledge, threatened against Seller involving employees now or previously employed by Seller who are or were engaged in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business Division Business. (f) No member of the Project Companies (other than with respect Division's existing or prior work force has been subjected to any occupational health or safety hazard as a result of its service to the operation of the Coal Participant Projects) Division that has had or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, is reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

Employees and Labor Matters. (a) No Acquired Company has Schedule 3.18(a) sets forth (i) a list of all employees of Seller or has ever had its Affiliates employed at the Facilities (including individuals on vacation, short-term disability, long-term disability or other leave) as of the Effective Date (“Seller Employees”), which such list shall be amended as of the Closing Date to include such employees so employed immediately prior to the Closing Date, (ii) a list of those employees of Seller or its Affiliates whose job responsibilities are primarily related to the Facilities but are not employed at the Facilities as set forth on Schedule 5.9(b) (“Off-Site Employees”), and (iii) a description of each Seller Employee’s current base salary or wage rate, target bonus and other compensation (and potential compensation) for the 2012 fiscal year (if any), position, date of hire (and, if different, years of recognized service), status as exempt or non-exempt under the FLSA, details of any employeesapplicable visa, leave status (including nature and duration of any leave and benefits available to such individual). (b) Except as No Seller Employees or Off-Site Employees are covered by any collective bargaining or union contracts; and no Seller Employee or Off-Site Employee is represented by any labor union. To Seller’s Knowledge, no union representation petition or organizing campaign is pending or threatened with respect to any Seller Employee or Off-Site Employee. With respect to the business and operations of the Facilities and the Acquired Assets, except to the extent set forth on Schedule 4.18(b): 3.18(b), (i) the Unionized Employees are each of Seller and its Affiliates is in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to respecting labor and labor practices, employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargainingand employment practices, terms and conditions of employmentemployment and wages and hours, termination (ii) none of employmentSeller or its Affiliates has received notice of any unfair labor practice complaint against Seller or its Affiliates pending before the National Labor Relations Board with respect to any Seller Employee or Off-Site Employee, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xiiiii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no collective bargaining agreements is pending written requests for any material changes against Seller or its Affiliates with respect to any Collective Bargaining Agreement applicable to the Unionized EmployeesSeller Employee or Off-Site Employee.

Employees and Labor Matters. (a) No Acquired Company has or has ever had any employees. (b) Except as set forth on Schedule 4.18(b): (i) On or before the Unionized Employees are in bargaining units covered by Closing Date, the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i);Seller shall furnish or make available to the Buyer a list of all employees of the Seller's Business, together with their job descriptions, rates of salary, wages or commissions, dates of last compensation increase and the amount thereof, vacation benefits and accrual rates, and each bonus, deferred compensation, Inventory option, incentive compensation, severance or termination pay agreement or employment benefit applicable to each such employee. On or before the Closing Date, the Seller shall furnish or make available to the Buyer a list of all employee handbooks and/or other manuals relating to the employees of the Seller's Business, true and complete copies of which have been made available to Buyer. (ii) no Available Non-Unionized Employees are represented by a union No executive, supervisor, key employee, or other collective bargaining entity;group of employees of the Seller's Business has given notice of any plan to terminate employment with the Seller's Business. (iii) there is All agreements and arrangements covering employees of the Seller applicable to the Seller's Business are consistent and in compliance with industry standards applicable to the specific country or jurisdiction in which they operate and are employed, and none of the Seller has experienced any strikes, grievances, claims of unfair labor practices, or other disputes in connection with the Seller's Business for the past five (5) years. Neither the Seller nor the Seller's Business has been determined to have committed any unfair labor practice. The Seller have no Knowledge of any organizational effort presently being made or threatened by or on behalf of any labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, organization with respect to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in employees of the aggregate, reasonably be expected to result in Material Adverse Effect;Seller's Business. (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities The Seller are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would notcompliance, in the aggregateall respects, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment discrimination, employee welfare and labor standards. The Seller have not received, during the three (3) year period immediately prior to the date hereof, any written claim by any past or present employee of the Business EmployeesSeller that such employee was subject to a wrongful discharge or any employment discrimination by the Seller or its management arising out of or relating to such employee's race, including sex, age, religion, national origin, ethnicity, handicap or any other protected characteristic under applicable Law. (v) The Seller are in compliance, in all such respects, with all applicable Laws relating to the safety of employees or the workplace or relating to the employment of labor, including, without limitation, any provisions thereof relating to wages, hoursbonuses, collective bargaining, terms equal pay and conditions the payment of employmentsocial security and similar payroll taxes. No proceedings are pending before any federal, termination state, municipal or other court, governmental, regulatory or administrative body or agency, or private arbitration tribunal relating to labor or employment matters, and the Seller have not received any notice from any governmental, regulatory or administrative body or agency of employmentany pending investigation by any such body or agency, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledgethe Knowledge of the Seller, threatened in writing, arising out of material claim by any such body or under any Collective Bargaining Agreement applicable agency or other third party relating to labor or employment matters or the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; andSeller's Business. (xiiivi) to Sellers’ Knowledge, there are no pending written requests for Seller have not violated the Worker Adjustment and Retraining Notification Act (the "WARN Act") or any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeessimilar state or local Laws.

Employees and Labor Matters. (a) No Acquired Company has or has ever had any employees. Except for the collective bargaining agreement described in Section 5.10(a) of the Sellers Disclosure Letter (b) Except as set forth on Schedule 4.18(b): (i) the Unionized Employees are in bargaining units covered by the “Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievancesAgreement”), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired no Group Company or its predecessor Affiliate, except as would notSeller, in relation to the aggregateBusiness, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement agreement, or any other Contract agreement, understanding, or contract of any kind with any labor organizationorganization or union. With respect to Business Employees, works council or employer organization applicable to Available Non-Unionized Employees; (vexcept as set forth in Section 5.10(a) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees andSellers Disclosure Letter, except for there are not and have not since December 31, 2008, been labor unions or other labor organizations or groups representing or purporting or attempting to represent any Business Employees. Except as set forth in Section 5.10(a) of the Unionized EmployeesSellers Disclosure Letter, no union organizing or decertification activities are underway since December 31, 2008, there has not occurred, or, to the Knowledge of Sellers’ Knowledge, threatened in writing been threatened, any material strike, slowdown, picketing, work stoppage, concerted refusal to work or other similar labor activity with respect to any Available Non-Unionized Business Employees; . Since December 31, 2008, no Group Company, Seller or the Canada Business has engaged in any unfair labor practices (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to within the conduct meaning of the Business of the Project Companies (National Labor Relations Act or under any other than with respect to the operation of the Coal Participant Projectssimilar Laws governing labor relations) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as that would not, in the aggregate, reasonably be expected to have result in a Material Adverse Effect;material Liability of the Group Companies or the Canada Business. (viiib) there are no grievances pending orExcept as disclosed in Section 5.10(b) of Sellers Disclosure Letter, to the Knowledge of Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct Business, (i) Sellers are not in violation of any provision under the Business Collective Bargaining Agreement and (ii) the execution and delivery by each Seller of this Agreement and the Project Companies (other than with respect Ancillary Agreements to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledgewhich such Seller is a party, the operation performance of its obligations hereunder and thereunder, and the Coal Participant Projects; (x) any notice consummation by each Seller of the transactions contemplated by this Agreement that was required by and such Ancillary Agreements do not and will not with the passage of time or the giving of notice or both, permit a Sellertermination of, an Affiliate of constitute a conflict with or violation or breach of, or require any Seller Consent or an Acquired Company pursuant to any applicable Law or material payment under, the Collective Bargaining Agreement has been given;Agreement. (xic) To the Knowledge of Sellers, the Group Companies and Sellers and their respective Affiliates employing with respect to the Business Employees are in compliance in all material respects with all applicable Laws relating to respecting employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargainingand employment practices and standards, terms and conditions of employment, termination of employmentwages and hours, employment discrimination, immigration, disabilityequal opportunity, civil rights and or human rights, labor relations, privacy, pay equity, employment equity, worker’s compensation, occupational health and safety and payroll Taxes or the China Social Security Benefits, as applicable, with respect to the current and former Business Employees, except as to the extent that such non-compliance would not, in the aggregate, not reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened result in writing, arising out of or under any Collective Bargaining Agreement applicable Liabilities to the Unionized Employees, except as would not, Group Companies or the Canada Business in excess of $1,000,000 in the aggregate. The Group Companies and Sellers with respect to the Business have timely made all payments in connection with Mexico Business Employees that are required to be made under applicable Law to the Instituto Mexicano del Seguro Social and the Instituto del Fondo Nacional de la Vivienda para los Trabajadores and the Sistema de Ahorro Para el Retiro. Except as set forth in Section 5.10(c) of the Sellers Disclosure Letter, with respect to the Business no Seller or any Group Company is in receipt of a written complaint, demand letter, grievance or charge issued by a Governmental Authority or union or labor organization that alleges a violation by any Group Company or any Seller of (A) any applicable Law respecting employment and employment practices, common or civil law, terms and conditions of employment, wages and hours, equal opportunity, civil or human rights, labor relations, privacy, pay equity, employment equity, workers’ compensation, occupational health and safety, payroll Taxes or the China Social Security Benefits, as applicable, with respect to the current or former Business Employees, or (B) any benefits or compensation with respect to Mexico Business Employees or any payments in connection with Mexico Business Employees required to be made under applicable Law to the Instituto Mexicano del Seguro Social and the Instituto del Fondo Nacional de la Vivienda para los Trabajadores and the Sistema de Xxxxxx Xxxx xx Xxxxxx. (x) Except as set forth in Section 5.10(d) of the Sellers Disclosure Letter, all current assessments under applicable workers’ compensation Laws in relation to the Business and all of Sellers’ contractors and subcontractors have been paid or accrued by Sellers. Sellers, the Group Companies and their Affiliates (with respect to the Business) have not been and are not subject to any payroll-based workers’ compensation assessments (except those assessments that become payable in the Ordinary Course of Business) or any additional or penalty assessment under such workers’ compensation Laws that have not been paid and have not been given notice of any audit. Moreover, Sellers’, the Group Companies’ and their Affiliates’ accident cost experience with respect to their workers’ compensation coverage is such that there are no pending nor, to the Knowledge of Sellers, potential assessments, experience rating charges or Claims which could adversely affect Sellers’, the Group Companies’ and their Affiliates’ premium payments or accident cost experience or result in any additional payments in connection with the Business. (e) No Group Company or RTA with respect to the Canada Business has (i) engaged in any plant closing, work force reduction or other action that has resulted or could reasonably be expected to have a Material Adverse Effect; andresult in Liability under the Workers Adjustment and Retraining Notification Act (the “WARN Act”) or any other applicable Law providing for similar Liability with respect to the current or former Business Employees or (ii) been issued any notice that any such action is to occur in the future with respect to the current or former Business Employees. (xiiif) Section 5.10(f) of the Sellers Disclosure Letter sets forth: (i) a true and complete list of all Business Employees, directors, consultants or contractors as of the date hereof; (ii) the base compensation of each such Business Employee, directors, consultants or contractors; (ii) the incentive compensation of each Business Employee named in Section 1.1(b) of the Sellers Disclosure Letter and of each Business Employee who directly reports to Sellerssuch Person; (iii) the employer and location of employment, or the service recipient and location for which services are performed, for each Business Employee, director, consultant or contractor; (iv) the title, position and/or job classification held by each such Business Employee, director, consultant or contractor, and, as applicable with respect to employees, whether each Business Employee is, and has been treated as, “exempt” or “non-exempt” for purposes of federal, state, provincial and/or local Laws governing the potential payment of overtime. Section 5.10(f) of the Sellers Disclosure Letter also lists Business Employees on inactive status including lay-off, short-term disability leave, long-term disability leave, pregnancy and parental leave or other extended absences, or receiving benefits pursuant to workers’ Knowledgecompensation legislation, and specifies the last date of active employment, the reason for the absence and the expected date of return of each such Business Employee. (g) All Business Employees, directors, consultants or contractors who are performing services for Sellers or the Group Companies with respect to the Business in Canada, China, Mexico and the United States are legally permitted to work in Canada, China, Mexico and the United States, as applicable, and all such individuals who are classified by Sellers or the Group Companies as contractors satisfy and have at all times satisfied the requirements of applicable Law to be so classified. (h) Current and complete copies of all Contracts with Business Employees, directors, consultants or contractors who are performing services for Sellers or the Group Companies with respect to the Business have been delivered or made available to Buyer. Except for those Contracts listed in Section 5.10(h) of the Sellers Disclosure Letter, there are no pending written requests Contracts with Business Employees, directors, consultants or contractors who are performing services for any material changes to any Collective Bargaining Agreement applicable Sellers or the Group Companies with respect to the Unionized Business which are not terminable at will or, for such Business Employees, directors, consultants or contractors in Canada, terminable on the giving of reasonable notice in accordance with applicable Law. (i) Except as disclosed in Section 5.10(i) of the Sellers Disclosure Letter, (i) the Group Companies and RTA with respect to the Canada Business, to the extent required by Law, have a written privacy policy which governs the collection, use and disclosure of personal information and Sellers are in compliance with such privacy policy, and (ii) all required Consents to the collection, use or disclosure of personal information in connection with the conduct of the Business (including disclosure to Affiliates of Sellers) have been obtained.

Employees and Labor Matters. The Employer Companies are the only Companies that have or have had employees or responsibility for or liability related to any Benefit Plan. By letter of even date herewith (the “Employer Company Employee List”), Seller has delivered to Buyer a true and complete list of all of the employees who, as of the date hereof, are employees of either of the Employer Companies, which list shall be updated prior to Closing by Seller to reflect any additional employees hired during the Interim Period in accordance with Section 6.3(q) or any employee departures (collectively, the “Employer Company Employees”), and listing for each such Employer Company Employee, his or her employer, place of employment, title, current annual salary rate or hourly rate and bonuses and deferred or contingent compensation, change in control or retention benefits and other benefits paid or payable (in cash or otherwise) (in excess of $150,000 for any individual in the case of change of control, retention or like benefits) in 2007, or in connection with this Agreement or the transactions contemplated hereby. With respect to Employer Company Employees and except as described on Schedule 4.19: (a) No Acquired no Employer Company has or has ever had any employees. (b) Except as set forth on Schedule 4.18(b): (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entityrepresentative other than those Employer Company Employees employed by Consolidated Edison Energy Massachusetts and designated as union employees on the Employer Company Employee List and, to Seller’s Knowledge, there are no pending demands for recognition or other significant activities seeking recognition of a labor organization as a representative of a collective bargaining unit of Employer Company Employees which could affect the Employer Companies; (iiib) there is no not pending, nor, to Seller’s Knowledge is there threatened, a labor strike, dispute (other than routine non-material grievances)request for representation, slowdown, work stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against any Acquired involving Employer Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired and neither Employer Company has experienced any material such labor strike, request for representation, work stoppage with respect to or lockout within the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) past three years; (viic) there Consolidated Edison Energy Massachusetts is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates material compliance with respect to the conduct provisions of the Business of CBA, and there are no material Claims outstanding against the Project Companies (other than with respect to Employer Company under the operation of the Coal Participant Projects) CBA or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effectany predecessor thereto; (viiid) Seller has not received written notice of any pending material investigation by a Governmental Authority responsible for the enforcement of labor or employment regulations and, to the Knowledge of Seller, no such investigation is threatened; (e) there are no grievances material unfair labor practice complaints pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under against any Collective Bargaining Agreement applicable to of the Unionized Employees, except as would not, in Companies before the aggregate, reasonably be expected to have a Material Adverse Effect;National Labor Relations Board or any comparable state administrative body or any current union representation Claims involving employees of the Employer Companies; and (ixf) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are currently in compliance in all material respects with all applicable Laws relating to the employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, or termination of employment, employment including, without limitation, those related to civil rights, discrimination, immigrationimmigration status, age, disability, civil rights wages, hours and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeescollective bargaining.

Employees and Labor Matters. (a) No Acquired Company has Set forth on Schedule 3.21(a) hereto is a copy of the December 31, 2004 payroll summary of the Companies which lists all employees (other than the Principals) who as of the date thereof were employed either full or has ever had part time by any employeesof the Companies (the “Companies Employees”) and their respective wage information and a detail listing of any changes in any of the employees or their wage information since December 31, 2004. (b) Except as set Set forth on Schedule 4.18(b): 3.21(b) hereto is a list of (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute each employment Contract (other than routine nonany unwritten Contract that is an employment-material grievances), slowdown, stoppage at-will relationship) or lockout actually pending or, to Sellers’ Knowledge, threatened severance protection Contract in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing effect with respect to any Available Non-Unionized Employees;of the Companies Employees (collectively, the “Companies Employees Employment Agreements”), and (ii) the name of any of the Companies Employees with whom any of the Sellers or any of the Companies has entered into a Contract as of the date hereof providing for retention payments (collectively, the “Retention Agreements”). The Sellers have furnished to the Parent true, correct and complete copies of all Companies Employees Employment Agreements and Retention Agreements. (vic) Since November 1, 2002, (i) none of Sellersthe Companies has effectuated a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) affecting any site of employment or one or more operating units within any site of employment or facility of the Seller, their Affiliates (ii) none of the Companies has effectuated a “mass layoff” as defined in the WARN Act affecting any site of employment or one or more operating units within any Acquired Company site of employment or facility of the Seller, and (iii) to the Knowledge of each member of the Seller Group, none of the Companies has experienced been affected by any material work stoppage transaction or engaged in layoffs or employment terminations sufficient in number to trigger any similar state or local laws. (d) To the Knowledge of each member of the Seller Group, no union organizational campaign presently exists with respect to the conduct of the Business of the Project any Companies (other than with respect to the operation of the Coal Participant Projects) Employee and no request or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers petition for union representation has been filed or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there made. There are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project collective bargaining Contracts covering Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employees.

Employees and Labor Matters. CMT does not have employees and, except as described on Schedule 4.13, has never had any employees. Seller shall provide Buyer as soon as practicable after Signing Date and shall update as appropriate up to Closing Date, a complete list as of the date of this Agreement of each of the Canadian Employees employed or retained by CCI, whether actively at work or not, their salaries, wage rates, commissions and consulting fees, bonus arrangements, positions, status as full-time or part-time employees, location of employment and length of service. With respect to all Canadian Employees and Available Employees and except as described on Schedule 4.13: (a) No Acquired Company has no Canadian Employees or has ever had any employees. (b) Except as set forth on Schedule 4.18(b): (i) the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is entity in a manner affecting the Companies and no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, collective bargaining agreement to Sellers’ Knowledge, threatened in writing against any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired which either Company is a party to or bound by any collective bargaining agreement or other Contract with any labor organization, works council or employer organization applicable to Available Non-Unionized Employeesis currently being negotiated in respect of such employees; (vb) no there has not occurred, nor, to Seller’s Knowledge has there been threatened, a labor union strike, request for representation, organizing campaign, work stoppage, slowdown, or lockout or other labor dispute by or involving the Canadian Employees or the Available Employees in the past two years prior to the Signing Date; (c) neither Seller nor any of its Affiliates has been certified by a relevant labor relations authority as bargaining agent received notice of any charges against either Company before any Governmental Authority responsible for the prevention of unlawful employment practices involving any of the Available Non-Unionized Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, Canadian Employees and the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to respecting employment of the Business Employeespractices, including all such applicable Laws relating to wages, hours, collective bargaininglabor relations, terms and conditions of employmentemployment and similar Laws; (d) to Seller’s Knowledge, termination as of the date of this Agreement, there are no internal investigations into allegations brought by or against any Available Employees or Canadian Employees of unlawful employment practices, breach of any terms or conditions of employment, employment discriminationdiscrimination or harassment claims, immigrationbreach of fiduciary duties, disabilityfraud, civil rights and pay equity, except as would not, in or any other claim arising out of or related to the aggregate, reasonably be expected to have a Material Adverse Effectemployment relationship; (xiie) there is no unfair labor practice complaint, grievance or arbitration proceeding is pending or, to Sellers’ Seller’s Knowledge, threatened in writingthreatened, arising out of or under against either Company before any Collective Bargaining Agreement applicable Governmental Authority with respect to the Unionized Available Employees or the Canadian Employees; (f) as of the date of this Agreement no Canadian Employee or Available Employee has any agreement to which either Company is a party as to length of notice or severance payment required to terminate his or her employment, except other than such as would not, in results by Law from the aggregate, reasonably be expected employment of an employee without an agreement as to have a Material Adverse Effectnotice or severance; and (xiiig) with respect to Sellers’ Knowledgethe Available Employees or the Canadian Employees, there are no pending written requests for any material changes outstanding assessments, penalties, fines, liens charges, surcharges or other amounts due or owing by either Company pursuant to any Collective Bargaining Agreement applicable to the Unionized Employeesworkplace safety and insurance Laws.

Employees and Labor Matters. (i) Except as set forth in Section 5Q of the Company Disclosure Letter, with respect to the Company or any of its Subsidiaries, (a) No Acquired to the Company’s knowledge, as of the date hereof, there are no union organizing efforts underway or threatened; and (b) there are no labor strikes, slowdowns, work stoppages or lockouts pending, or to the Company’s knowledge, as of the date hereof, threatened which would materially impair or restrict the operation of the business of the Company has and its Subsidiaries, taken as a whole, as conducted through the Closing, nor have there been any such labor strikes, slowdowns, work stoppages or has ever had any employeeslockouts since December 31, 2005. (bii) Except as set forth on Schedule 4.18(b): (i) Section 5Q of the Unionized Employees are in bargaining units covered by Company Disclosure Letter, neither the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i); (ii) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, to Sellers’ Knowledge, threatened in writing against Company nor any Acquired Company or its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company Subsidiary is a party to or bound by any collective bargaining agreement (whether written or oral and whether with a trade union, employee representative, staff association or any other employee body representing workers), and there are no labor unions or other Contract organizations representing or, to the knowledge of the Company, purporting or attempting to represent any employee of the Company or any Subsidiary thereof. Neither the Company nor any Subsidiary thereof has received an application or request for recognition from any trade union in relation to current or former employees, consultants, directors, officers or contractors since December 31, 2005. (iii) Except as set forth on Section 5Q of the Company Disclosure Letter or in any other applicable sections of the Company Disclosure Letter, since December 31, 2005, the Company and its Subsidiaries have complied in all material respects with all provisions of Applicable Laws pertaining to employment and labor relations. Since December 31, 2005, neither the Company nor any of its Subsidiaries has incurred any material liability imposed by any Governmental Entity for any failure to provide information and/or to bargain or consult with, in accordance with Applicable Laws, current or former employees, consultants, directors, officers or contractors and their representatives (including to applicable labor organizations, unions and works councils) with respect to any labor organizationnegotiations. (iv) Since December 31, works council 2005, neither the Company nor any of its Subsidiaries has implemented any plant closing or employer organization applicable layoff of employees that (without regard to Available Non-Unionized Employees;any actions that could be taken by the Company and its Subsidiaries from and after the Closing) were implemented in violation of the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local law. (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for any To the knowledge of the Available Non-Unionized Employees andCompany, except for all of the Unionized Employeesemployees of the Company and its Subsidiaries who perform services in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, no union organizing or decertification activities are underway oras amended, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect other United States immigration laws and the laws related to the conduct employment of non-United States citizens applicable in the Business of state in which the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projectsemployees are employed, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; give rise to material fines or penalties payable by the Company and its Subsidiaries. To the knowledge of the Company, any employee of the Company or its Subsidiaries who performs services outside the United States is legally entitled to work in the country in which such employee performs services and the reporting and payment of, and withholding from, such employee’s salary and other compensation complies with all Applicable Laws in both the United States and the work country (viii) there are no grievances pending orincluding social security contributions, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employeeswhere applicable), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;give rise to material fines or penalties payable by the Company or its Subsidiaries. With respect to any employee of the Company and its Subsidiaries who performs services outside the United States, the Company is in material compliance with all material foreign employment, labor, health and safety and other Applicable Laws governing employment and the rights of employees and labor unions. (ixvi) during Except as set forth on Section 5Q of the last two (2) yearsCompany Disclosure Letter or the other sections of the Company Disclosure Letter, no Seller or since December 31, 2005, all consultants and independent contractors of the Company and its Affiliate has effectuated any plant closing or mass layoff Subsidiaries have been properly classified as such for purposes of employees that could implicate any federal and applicable Law requiring notice of plant closings or layoffsstate laws, including the WARN Act, with respect laws applicable to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ KnowledgeEmployee Benefit Plans, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a SellerForeign Benefit Plans, an Affiliate of any Seller or an Acquired Company pursuant and other Applicable Laws related to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, not in the aggregate, reasonably be expected aggregate result in a material liability to have a Material Adverse Effect;the Company and its Subsidiaries. (xiivii) there is no arbitration proceeding pending orNeither the Company nor any of its Subsidiaries has, to Sellers’ Knowledgesince December 31, threatened in writing2005, arising out entered into any agreement that involved (or that may involve) the Company or any of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, its Subsidiaries in the aggregate, reasonably be expected to have a Material Adverse Effect; and future acquiring any undertaking or part of an undertaking such that Directive 77/187/EEC (xiiias amended by Directive 2001/23/EEC and as transposed into national law in the relevant European jurisdiction) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeesapplied or may apply thereto.

Employees and Labor Matters. (a) No Acquired Company has or has ever had Seller does not have any employeesemployees with respect to the Project. (b) Except as set forth The persons identified on Schedule 4.18(b):3.18(b) provide full-time or recurring and continuous part-time on site services to the Business with respect to the Project and are employed by a third party vendor or Affiliate of Seller pursuant to an agreement with such third-party vendor or Affiliate of Seller ("Facility Employees"). (ic) Schedule 3.18(c) lists each Contract between a third-party vendor and Seller or any Affiliate of Seller pursuant to which Facility Employees provide material on site employee services principally dedicated to Seller with respect to the Unionized Employees are in bargaining units covered by the Collective Bargaining Agreements set forth on Schedule 4.18(b)(i);Business. (iid) no Available Non-Unionized Employees are represented by a union or other collective bargaining entity; (iii) there is no No labor strike, dispute (other than routine non-material grievances), slowdown, stoppage or lockout actually pending or, organization has representation rights with respect to Sellers’ Knowledge, threatened in writing against the Facility Employees. Neither Seller nor any Acquired Company or of its predecessor Affiliate, except as would not, in the aggregate, reasonably be expected to result in Material Adverse Effect; (iv) none of Sellers, their Affiliates or any Acquired Company is a party to or bound by any collective bargaining agreement relating to the Facility Employees. (e) There are no presently occurring, nor, to Seller's Knowledge threatened, labor strikes, work stoppages, slowdowns, or lockouts or other Contract with any labor organization, works council disputes by or employer organization applicable to Available Non-Unionized Employees; (v) no labor union has been certified by a relevant labor relations authority as bargaining agent for involving any of the Available Non-Unionized Facility Employees and, except for the Unionized Employees, no union organizing or decertification activities are underway or, to Sellers’ Knowledge, threatened in writing with respect to any Available Non-Unionized Employees; (vi) none of Sellers, their Affiliates or any Acquired Company has experienced any material work stoppage with respect to the conduct Business. (f) Neither Seller nor any of its Affiliates have received any written notice that any petition respecting any Facility Employees who are principally dedicated to the Business Business, has been filed with the National Labor Relations Board. (g) Neither Seller nor any of the Project Companies (other than its Affiliates have received any written notice with respect to the operation Facility Employees who are principally dedicated to the Business, of any charges before any Governmental Authority responsible for the Coal Participant Projectsprevention of unlawful employment practices. (h) Neither Seller nor any of its Affiliates have received any written notice of any investigation related to the Facility Employees who are principally dedicated to the Business by a Governmental Authority responsible for the enforcement of labor or the Retail Company oremployment Laws and regulations and, to Sellers’ Seller's Knowledge, the operation of the Coal Participant Projects during the last two (2) years; (vii) there no such investigation is no unfair labor practice Claim pending or, to Sellers’ Knowledge, threatened in writing before a relevant labor relations authority against any of Sellers or their respective Affiliates with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (viii) there are no grievances pending or, to Sellers’ Knowledge, there is no conduct that could reasonably be expected to lead to a grievance under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (ix) during the last two (2) years, no Seller or its Affiliate has effectuated any plant closing or mass layoff of employees that could implicate any applicable Law requiring notice of plant closings or layoffs, including the WARN Act, with respect to the conduct of the Business of the Project Companies (other than with respect to the operation of the Coal Participant Projects) or the Retail Company or, to Sellers’ Knowledge, the operation of the Coal Participant Projects; (x) any notice of the transactions contemplated by this Agreement that was required by a Seller, an Affiliate of any Seller or an Acquired Company pursuant to any applicable Law or Collective Bargaining Agreement has been given; (xi) Sellers and their respective Affiliates employing the Business Employees are in compliance in all material respects with all applicable Laws relating to employment of the Business Employees, including all such applicable Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights and pay equity, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (xii) there is no arbitration proceeding pending or, to Sellers’ Knowledge, threatened in writing, arising out of or under any Collective Bargaining Agreement applicable to the Unionized Employees, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (xiii) to Sellers’ Knowledge, there are no pending written requests for any material changes to any Collective Bargaining Agreement applicable to the Unionized Employeesthreatened.