Common use of Employees, ERISA and Other Compliance Clause in Contracts

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary is in compliance in all material respects with Applicable Law and Contracts relating to employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any material unfair labor practice. To the Company’s knowledge, the Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). To the knowledge of the Company and each of its Subsidiaries there are no material pending claims against the Company or any of its Subsidiaries under any workers compensation plan or policy or for long term disability. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, which controversies have resulted in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. A complete list of all current employees, officers and consultants of the Company and the Company Subsidiaries, stating only their current title and/or job description, and current compensation (base salary and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of the Company, all employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To the knowledge of the Company, all independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax laws, laws applicable to employee benefits and other Applicable Law. The Company and the Company Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). (b) Neither the Company nor any Company Subsidiary (i) is subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ association or similar organization, and (iv) has any current labor disputes. To the knowledge of the Company, the Company and the Company Subsidiaries each has good labor relations, and has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations, and has no knowledge that any of its key employees intends to leave their employ. To the knowledge of the Company, there are no pending, or threatened, efforts to certify any Person as the collective bargaining agent of all or some of the employees of the Company or any Company Subsidiary. (c) The Company has no Company Benefit Arrangement which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), or (iii) a “funded welfare plan” within the meaning of Code Section 419. No pension plan of the Company is subject to Title IV of ERISA. (d) (i) Schedule 3.16(d) of the Company Disclosure Letter lists, with respect to the Company and any ERISA Affiliate of the Company, each employment, consulting, severance or other similar Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA, each loan to an employee in excess of $10,000.00 and each other material plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), severance benefits, retention, disability benefits, death benefits, hospitalization benefits, relocation benefits, child care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors of the Company that is currently in effect, maintained or contributed to by the Company, any Company Subsidiary or any ERISA Affiliate or with respect to which the Company or any Company Subsidiary or any other ERISA Affiliate has any liabilities or obligation. Such Contracts, plans and arrangements as are described in this Section 3.16(d) are hereinafter collectively referred to as “Company Benefit Arrangements”. (ii) Except, in each case, as would not individually or in the aggregate result in a material liability to the Company, to the Company’s knowledge, each Company Benefit Arrangement that is not a Foreign Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company either has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the Tax Reform Act of 1986, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel) has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype plan, and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably be expected to cause the loss of the Tax-qualified status of such Company Benefit Arrangement. Each Company Benefit Arrangement that is not a Foreign Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquiror and/or the Merger Sub (other than ordinary administrative expenses typically incurred in a termination event). No suit, administrative proceeding, action or other litigation is pending, or to the knowledge of the Company, is threatened, with respect to any such Company Benefit Arrangement that is not a Foreign Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. No Company Benefit Arrangement shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All claims incurred as of the Closing Date under any Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured will be paid by the Company.

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary is in compliance in all material respects with Applicable Law and Contracts relating to employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any material unfair labor practice. To the Company’s knowledge, the The Company has withheld all material amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing, in each case, that would be material to the Company and the Company Subsidiaries, taken as a whole. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, material benefits and other compensation due to or on behalf of such employees, independent contractors and consultants, when such amounts became due and payable. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practicepractices). To the knowledge of the Company and each of its Subsidiaries the Company Subsidiaries, there are no material pending claims Legal Proceedings against the Company or any of its the Company Subsidiaries under any workers compensation plan or policy or for long term disabilitydisability that would be material to the Company and the Company Subsidiaries, taken as a whole. There are no material controversies Legal Proceedings pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, which controversies have resulted in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. A complete list of all current employees, officers and consultants of that would be material to the Company and the Company Subsidiaries, stating only their current title and/or job description, and current compensation (base salary and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Lettertaken as a whole. To the knowledge of the Company, all employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Lawcapacities. To the knowledge of the Company, all independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax laws, laws applicable to employee benefits and other Applicable Law. The , except as would not result in a Liability that is material to the Company and the Company Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions)Subsidiaries, taken as a whole. (b) Neither the Company nor any Company Subsidiary (i) is subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ association or similar organization, and or (iv) has any current labor disputes. To the knowledge of the Company, the Company and the Company Subsidiaries each has good labor relations, and has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations, and has no knowledge that any of its key employees intends to leave their employ. To the knowledge of the Company, there There are no pending, or threatened, efforts to certify any Person as the collective bargaining agent of all or some of the employees of the Company or any Company Subsidiary. (c) The Company has no Company Benefit Arrangement which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), or (iii) a “funded welfare plan” within the meaning of Code Section 419. No pension plan of the Company is subject to Title IV of ERISA. (d) (i) Schedule 3.16(d) of the As used in this Agreement, “Company Disclosure Letter listsBenefit Arrangements” shall mean, with respect to the Company and any each ERISA Affiliate of the CompanyAffiliate, each employment, consulting, severance or other similar ContractContract (except offer letters providing for at-will employment which do not provide for severance, acceleration, or post-termination benefits), each “employee benefit plan” as defined in Section 3(3) of ERISA, each loan to an employee in excess of $10,000.00 10,000 and each other material plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, relocation benefits, cafeteria benefits, child care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, bonuses, restricted stock units, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors of the Company that is currently in effect, maintained or contributed to by the Company, any Company Subsidiary or any ERISA Affiliate and which covers any employee or with respect to which former employee of the Company or any Company Subsidiary or any other ERISA Affiliate has any liabilities or obligation. Such Contracts, plans and arrangements as are described in this Section 3.16(d) are hereinafter collectively referred to as “Company Benefit Arrangements”Subsidiary. (ii) Except, in each case, as would not individually or in the aggregate result in a material liability to the Company, to the Company’s knowledge, each Company Benefit Arrangement that is not a Foreign Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company either has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the Tax Reform Act of 1986, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel) has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype plan, and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably be expected to cause the loss of the Tax-qualified status of such Company Benefit Arrangement. Each Company Benefit Arrangement that is not a Foreign Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquiror and/or the Merger Sub (other than ordinary administrative expenses typically incurred in a termination event). No suit, administrative proceeding, action or other litigation is pending, or to the knowledge of the Company, is threatened, with respect to any such Company Benefit Arrangement that is not a Foreign Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. No Company Benefit Arrangement shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All claims incurred as of the Closing Date under any Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured will be paid by the Company.

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary is in compliance in all material respects with Applicable Law and Contracts relating to employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any material unfair labor practice. To the Company’s knowledge, the The Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, material benefits and other compensation due to or on behalf of such employees, independent contractors and consultants, when such amounts became due and payable. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). To the knowledge of the Company and each of its Subsidiaries there are no material pending claims against the Company or any of its Subsidiaries under any workers compensation plan or policy or for long term disability. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, which controversies have resulted or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. A complete list of all current employees, officers and consultants of the Company and the Company Subsidiaries, stating only Subsidiaries and their current title and/or job descriptiontitle, and current compensation (base salary compensation and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of the Company, all employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To the knowledge of the Company, all independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax laws, laws applicable to employee benefits and other Applicable Law. The Company and the Company Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). (b) Neither the Company nor any Company Subsidiary (i) is now, or has ever been, subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ association or similar organization, and (iv) has any current labor disputes. To the knowledge of the Company, the Company and the Company Subsidiaries each has good labor relations, and has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations, and has no knowledge that any of its key employees intends to leave their employ. To the knowledge of the Company, there There are no pending, or threatened, efforts to certify any Person as the collective bargaining agent of all or some of the employees of the Company or any Company Subsidiary. (c) The Company has no Company Benefit Arrangement which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), or (iii) a “funded welfare plan” within the meaning of Code Section 419. No pension plan of the Company is subject to Title IV of ERISA. (d) (i) Schedule 3.16(d) of the Company Disclosure Letter lists, with respect to the Company and any trade or business (whether or not incorporated) which is treated under Code Section 414(b) or (c) as a single employer with the Company (an “ERISA Affiliate of the Company, Affiliate”) each employment, consulting, severance or other similar ContractContract (except offer letters providing for at-will employment which do not provide for severance, acceleration, or post-termination benefits except as required by Applicable Law), each “employee benefit plan” as defined in Section 3(3) of ERISA, each loan to an employee in excess of $10,000.00 10,000 and each other material plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, relocation benefits, cafeteria benefits, child care benefitsbenefits , sabbatical, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors of the Company that is currently in effect, maintained or contributed to by the Company, any Company Subsidiary or any ERISA Affiliate and which covers any employee or with respect to which former employee of the Company or any Company Subsidiary or any other ERISA Affiliate has any liabilities or obligationSubsidiary. Such Contracts, plans and arrangements as are described in this Section 3.16(d) are hereinafter collectively referred to as “Company Benefit Arrangements”. (ii) Except, in each case, as would not individually or in the aggregate result in a material liability to the CompanyCompany and the Company Subsidiaries, to the Company’s knowledgetaken as a whole, each Company Benefit Arrangement that is not a Foreign Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company either has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the Tax Reform Act of 1986, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered made available to Acquiror and its counsel) has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype plan), and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably be expected to cause the loss of the Tax-qualified status of such Company Benefit Arrangement. Each Company Benefit Arrangement that is not a Foreign Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquiror and/or the Merger Sub (other than ordinary administrative expenses typically incurred in a termination event). No suit, administrative proceeding, action or other litigation is pendinghas been brought, or to the knowledge of the Company, is threatened, against or with respect to any such Company Benefit Arrangement that is not a Foreign PlanArrangement, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. No Company Benefit Arrangement shall be is subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All claims incurred as of the Closing Date under any No Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured will be paid by the Companyinsured.

Employees, ERISA and Other Compliance. (a) The Schedule 4.16(a)(i) of the Company Disclosure Letter accurately lists all current managing directors or officers and employees of each Group Company as of the Agreement Date, and for each such managing director, officer and employee, his or her: (i) job position, (ii) hourly rate of compensation or base salary (as applicable), and (iii) employing entity. Schedule 4.16(a)(ii) of the Company Disclosure Letter accurately lists all independent contractors and persons that have a consulting or advisory relationship of each Group Company and each of their respective Affiliates as of the Agreement Date, and for each such independent contractor and person with a consulting or advisory relationship, his or her: (x) terms of compensation; and (y) contracting entity. (b) Each Group Company Subsidiary is in compliance in all material respects with Applicable Law and Contracts relating to employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of has correctly classified employees as exempt employees and nonexempt employees under the Fair Labor Standards Act), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any material unfair labor practice. To the Company’s knowledge, the Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, Act and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoingApplicable Law. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). To the knowledge of the Company and each of its Subsidiaries there are no material pending claims against the Company or any of its Subsidiaries under any workers compensation plan or policy or for long term disability. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, which controversies have resulted in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. A complete list of all current employees, officers and consultants of the Company and the Company Subsidiaries, stating only their current title and/or job description, and current compensation (base salary and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of the Company, all All employees of the each Group Company or any of the Company Subsidiaries are legally permitted to be employed by the such Group Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under permitted by Applicable Law. To the knowledge of the Company, all All independent contractors or persons that have a consulting or advisory relationship providing services to the any Group Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax tax laws, laws applicable to employee benefits and other Applicable Law. The No Group Company and the Company Subsidiaries do not have has any employment or consulting or advisory Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions)) or, as applicable, by applying any mandatory notice period. No temporary worker has the right to demand employment by any Group Company. (bc) Neither the Each Group Company nor any Company Subsidiary and each of its respective Affiliates and ERISA Affiliates: (i) are, and at all times have been, in compliance in all material respects with all Applicable Law respecting employment, employment practices, terms and conditions of any managing director’s service agreements, consulting or advisory agreements, agreements with free-lancers and employment, employee safety and wages and hours, including the health care continuation requirements of COBRA, the requirements of the Family and Medical Leave Act of 1993, as amended, the requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and any similar provisions of state law; (ii) have withheld and reported all amounts required by Applicable Law or by Contract to be withheld and reported with respect to compensation, wages, salaries and other payments to managing directors or officers, employees, consultants or advisors of such Group Company or Affiliate; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any Applicable Law; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or any other applicable social insurance, or other benefits or obligations for managing directors, officers or employees of the Company or any Affiliate of the Company (other than routine payments to be made in the Ordinary Course of Business). There are no pending or, to the Knowledge of the Company, threatened claims or Legal Proceedings against any Group Company or any of their respective Affiliates under any compensation policy or long-term disability policy. (d) No Group Company is now, nor to the Knowledge of the Company has it ever been, subject to a union organizing effort, (ii) . No Group Company is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ association or similar organization, and (iv) has or subject to any current labor disputes. To the knowledge Knowledge of the Company, no employee of any Group Company presently intends to terminate his or her employment with such Group Company and no employee of any Group Company has received an offer to join a business that may be competitive with the Company Business. (e) To the Knowledge of the Company, no Group Company has been a party to any action, or received written notice of any threatened action, in which such Group Company was, or is, alleged to have violated any Contract or Applicable Law relating to employment, including, but not limited to, equal opportunity, discrimination, retaliation, harassment, immigration, wages, hours, unpaid compensation, classification of employees as exempt from overtime or minimum wage laws, benefits, collective bargaining, works agreements, the payment of social security and similar taxes, occupational safety and health, and/or privacy rights of employees. (f) In the past two years, there has been no “mass layoff,” “employment loss,” or “plant closing” as defined by the WARN Act or any similar Applicable Law in any jurisdiction in respect of any Group Company nor has any Group Company been affected by any transaction or engaged in any lay-offs or employment terminations sufficient in number to trigger application of any such law. (g) To the Knowledge of the Company, no employee, consultant or advisor of any Group Company is in material violation of (i) any term of any employment or consulting Contract or (ii) any term of any other Contract or any restrictive covenant relating to the right of any such employee, consultant or advisor to be employed by or to render services to such Group Company or to use trade secrets or proprietary information of others. To the Knowledge of the Company, the Company and the Company Subsidiaries each has good labor relations, and has no knowledge employment of any facts indicating that the consummation employee or engagement of the Merger any consultant, advisor or temporary worker by each Group Company does not subject it to any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations, and has no knowledge that Liability to any of its key employees intends to leave their employ. To the knowledge of the Company, there are no pending, or threatened, efforts to certify any Person as the collective bargaining agent of all or some of the employees of the Company or any Company Subsidiarythird party. (c) The Company has no Company Benefit Arrangement which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), or (iii) a “funded welfare plan” within the meaning of Code Section 419. No pension plan of the Company is subject to Title IV of ERISA. (d) (ih) Schedule 3.16(d4.16(h) of the Company Disclosure Letter listscontains an accurate and complete list as of the Agreement Date of each Company Employee Plan and each Company Employee Agreement (collectively, the “Company Benefit Arrangements” and each a “Company Benefit Arrangement”). The Company has not committed to establish or enter into any new Company Benefit Arrangement, or to modify any Company Benefit Arrangement (except to conform any such Company Benefit Arrangement to the requirements of any Applicable Law, in each case as previously disclosed to Buyer in writing or as required by this Agreement). (i) The Company has made available to Buyer: (i) correct and complete copies of all documents establishing the terms of each Company Benefit Arrangement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Arrangement; (iii) if the Company Benefit Arrangement is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Benefit Arrangement assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Arrangement; (v) for the past three (3) years, all correspondence to or from any Governmental Authority relating to any Company Benefit Arrangement; (vi) all COBRA forms and related notices; (vii) all insurance policies in the possession of any ERISA Affiliate Group Company or any of their respective Affiliates pertaining to fiduciary liability insurance covering the fiduciaries for each Company Benefit Arrangement; (viii) all discrimination tests required under the Code for each Company Benefit Arrangement intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (ix) the most recent IRS determination (or opinion letter, as applicable) issued with respect to each Company Benefit Arrangement intended to be qualified under Section 401(a) of the Code. (j) To the Knowledge of the Company, each employment, consulting, severance or other similar Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA, each loan to an employee in excess of $10,000.00 and each other material plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), severance benefits, retention, disability benefits, death benefits, hospitalization benefits, relocation benefits, child care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors of the Company that is currently in effect, maintained or contributed to by the Company, any Company Subsidiary or any ERISA Affiliate or with respect to which the Company or any Company Subsidiary or any other ERISA Affiliate has any liabilities or obligation. Such Contracts, plans and arrangements as are described in this Section 3.16(d) are hereinafter collectively referred to as “Company Benefit Arrangements”. (ii) Except, in each case, as would not individually or in the aggregate result in a material liability to the Company, to the Company’s knowledge, each Company Benefit Arrangement that is not a Foreign Plan has been established and maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement, including ERISA and the Code. Unless otherwise indicated Each Group Company and each of their respective Affiliates have performed in Schedule 3.16(d) all material respects all obligations required to be performed by them under each Company Benefit Arrangement and are not in default or violation in any material respect of, and to the Knowledge of the Company Disclosure Letterthere are no defaults or violations in any material respect by any other party to, with respect to each the terms of any Company Benefit Arrangement. Each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company either Code has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied as to its qualified status under the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the Tax Reform Act of 1986, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel) has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype planCode, and nothing has occurred since the issuance date of such opinion, advisory, notification and/or determination letter, as applicable, which letter that would reasonably be expected to cause adversely affect such favorable determination. No “prohibited transaction,” within the loss meaning of Section 4975 of the Tax-qualified status Code or Sections 406 and 407 of such ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Benefit Arrangement. There is no claim, suit, administrative proceeding, action or other litigation pending, or, to the Knowledge of the Company, threatened (other than routine claims for benefits), against any Company Benefit Arrangement or against the assets of any Company Benefit Arrangement. Each Company Benefit Arrangement that is not a Foreign Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its termsterms and Applicable Laws, without material liability Liability to Acquiror and/or Buyer, the Merger Sub Company or any ERISA Affiliate (other than ordinary administrative expenses typically incurred in a termination eventadministration expenses). No suitThere is no audit, inquiry, administrative proceeding, or action or other litigation is pendingpending or, or to the knowledge Knowledge of the Company, is threatenedthreatened by the IRS, U.S. Department of Labor, or any other Governmental Authority with respect to any such Company Benefit Arrangement. Neither the Company nor any ERISA Affiliate has ever incurred any penalty or tax with respect to any Company Benefit Arrangement that is not a Foreign Plan, including any audit under Section 502(i) of ERISA or inquiry by Sections 4975 through 4980 of the Internal Revenue Service or United States Department of LaborCode. No Company Benefit Arrangement shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All claims incurred as . (k) None of the Closing Date under Group Companies or any Company Benefit Arrangement that is an of their respective Affiliates or any of their respective current or former ERISA Affiliates has ever maintained, established, sponsored, participated in, or contributed to any: (i) pension plan subject to Title IV of ERISA; (ii) a “employee welfare benefit multiemployer plan” within the meaning of Section (3)(37) of ERISA; (iii) a “multiple employer plan” as defined in Section 3(1413(c) of ERISA the Code; (iv) a plan subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA; or (v) a plan maintained in connection with any trust described in Section 501(c)(9) of the Code. None of the Group Companies or any of their respective Affiliates has ever maintained, established, sponsored, participated in or contributed to, any Company Benefit Arrangement in which stock of any Group Company or any their respective Affiliates is or was held as a plan asset. (l) All Contributions due from any Group Company or any of their respective Affiliates with respect to any of the Company Benefit Arrangements have been timely made or have been accrued on the Company Balance Sheet as required under Applicable Law, and no further contributions shall be due or are required to be accrued thereunder as of the Closing Date (other than contributions accrued in the Ordinary Course of Business, after the Balance Sheet Date as a result of the operations of the Company after the Balance Sheet Date). (m) There has been no amendment to, written interpretation or announcement (whether or not written) by any Group Company or any of their respective Affiliates relating to, or change in employee participation or coverage under, any Company Benefit Arrangement that would increase materially the expense of maintaining such Company Benefit Arrangement above the level of the expense incurred in respect thereof during the calendar year 2013 (other than increased insurance premiums and/or statutory premiums), except any such amendments that are required under Applicable Law. (n) Unless otherwise indicated in Schedule 4.16(n) of the Company Disclosure Letter, none of the Group Companies or any of their respective Affiliates is self-insured will a party to any Company Benefit Arrangement: (i) with any current or former managing director, officer, employee, consultant or advisor of any Group Company or any of their respective Affiliates (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving such Group Company or Affiliate in the nature of the Acquisition or any of the other transactions contemplated by this Agreement or any Company Ancillary Agreement, (B) providing any term of employment or compensation guarantee, or (C) providing severance benefits or other benefits after the termination of employment of such managing director, officer or employee (including death or medical benefits, whether or not insured, with respect to any former or current employer or any spouse or dependent of any such managing director, officer or employee) regardless of the reason for such termination of employment other than as required by COBRA (or similar state laws) or other Applicable Law; or (ii) the benefits of which shall be paid materially increased, or the vesting of benefits of which shall be accelerated, by the Companyoccurrence of the Acquisition or any of the other transactions contemplated by this Agreement, or any event subsequent to the Acquisition, or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement. None of the Group Companies or any of their respective Affiliates has any obligation to pay any material amount or provide any material benefit to any former managing director, officer or employee, other than obligations (1) for which the Company has established a reserve for such amount on the Company Balance Sheet and (2) pursuant to Contracts entered into after the Balance Sheet Date and disclosed on Schedule 4.16(n) of the Company Disclosure Letter.

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary Each of the Seller Group Parties, in connection with any Business Employees which provide services to such Entity, is in compliance in all material respects with Applicable Law and Contracts relating to labor, employment and fair employment practices, including, without limitation, all Applicable Laws relating to, hiring, discharge and/or terms and conditions of employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards ActAct and applicable state or local laws), wageswages and hours, hours disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation employee leave issues, labor relations, unemployment insurance, occupational safety and health and employment practices, work visas and/or employment authorization (including the Immigration Reform and Control Act), and is not engaged in any material unfair labor practice. To Except as would not result in material Liability for the Company’s knowledgeTargets, the Company each member of Seller Group Parties, in connection with any Business Employees which provide services to such Entity, has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable has no material Liability for any material arrears of wageswages or compensation that has come due and payable to any Business Employees. Except as would not result in material Liability for the Targets, compensationeach member of Seller Group Parties, Taxes, penalties or other sums for failure to comply in connection with any of the foregoing. The Company Business Employees which provide services to such Entity, has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation that has come due and payable to or on behalf of such employees, independent contractors and consultants. The Company No member of Seller Group Parties, in connection with any Business Employees which provide services to such Entity, is not liable in any material respect for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). To the knowledge of the Company and each of its Subsidiaries there There are no material pending claims against the Company or any member of its Subsidiaries Seller Group Parties, in connection with any Business Employees which provide services to such Entities, under any workers compensation plan or policy or for long term disability. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, which controversies have resulted in an action, suit, proceeding, claim, arbitration other than ordinary course claims for benefits under such plans or investigation before any Governmental Authoritypolicies. A complete list of all current employeesBusiness Employees and their employer, officers and consultants of the Company and the Company Subsidiariescurrent status (e.g., stating only their current employee vs. consultant), title and/or job description, and current compensation (base salary compensation and bonuses) ), and legal status for purposes of eligibility to work in the United States, is set forth on Schedule 3.16(a3.17(a) of the Company Seller Disclosure Letter. To the knowledge of the CompanySeller Group Parties, all Business Employees that are employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To Except as would not result in material Liability for the knowledge of the CompanyTargets, all current Business Employees that are independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax tax laws, laws applicable to employee benefits and other Applicable Law. The Company and the Company Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). (b) Neither None of the Company nor members of the Seller Group Parties is a party to or bound by any Company Subsidiary (i) is subject to a union organizing effort, (ii) is subject to any labor agreement or collective bargaining agreement, or any other labor-related agreement or arrangement with any labor union, labor organization, or works council, and no employees, consultants or contractors who are Business Employees are represented by a labor union, labor organization or works council with respect to any their employment or provision of its employees, (iii) is subject services to any other Contract with any trade or Seller Group Party. Within the past three (3) years, no labor union, employees’ association or similar labor organization, works council or other collective group of employees, consultants or contractors has made a demand for recognition or certification with respect to the Seller Group Parties, and (iv) has there are no representation or certification proceedings or applications seeking a representation or certification proceeding pending or, to the knowledge of the Seller Group Parties, threatened in writing to be brought or filed before any current labor disputesGovernmental Authority. To the knowledge of the CompanySeller Group Parties, the Company and the Company Subsidiaries each has good labor relationsthere is, and within the three year period immediately prior to the date hereof there has been, no union organizing activities among Business Employees. There is no pending, or to the knowledge of any facts indicating that the consummation of Seller Group Parties, threatened work stoppage, lockout, material labor grievance, material labor arbitration, material labor dispute, slowdown or labor strike against or involving the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations, and has no knowledge that any of its key employees intends to leave their employSeller Group Parties. To the knowledge of the CompanySeller Group Parties, there are no pendingSeller Group Party, nor any of their representatives, agents or threatenedemployees, efforts consultants or contractors have committed any material unfair labor practice with respect to certify a Business Employee. The Seller Group Parties have no knowledge that any Person as key Business Employees intends to terminate their relationship with the collective bargaining agent of all or some of Seller Group Parties within the employees of first 12 months following the Company or any Company SubsidiaryClosing Date. (c) The Company has no Company Benefit Arrangement which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), or (iii) a “funded welfare plan” within the meaning of Code Section 419. No pension plan of the Company is subject to Title IV of ERISA. (d) (i) Schedule 3.16(d3.17(c)(i)(A) of the Company Seller Disclosure Letter listslists each material Benefit Arrangement, with respect to the Company and specifically identifying any ERISA Affiliate of the Company, Benefit Arrangement covering a Business Employee. A “Benefit Arrangement” is each employment, consulting, contracting, severance or other similar ContractContract with a Business Employee, each “employee benefit plan” as defined in Section 3(3) of ERISA, each loan to an employee in excess of $10,000.00 employee, consultant or contractor and each other material plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such, and any stop-loss insurance policies issued in connection with such self-insured arrangements), workers’ benefits, vacation benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, medical benefits, dental benefits, vision care benefits, relocation benefits, child cafeteria benefits, child/dependent care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, bonuses, profit interests, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for current or former directors, employees, consultants or directors of the Company contractors that is currently in effect, maintained or contributed to by the Company, any Company Subsidiary Seller Group Parties or any ERISA Affiliate or with respect to which the Company or any Company Subsidiary or any other ERISA Affiliate Seller Group Party has any liabilities Liability or obligationobligation to contribute. Such ContractsOther than as set forth on Schedule 3.17(c)(i)(B) of the Seller Disclosure Letter or except as contemplated in Exhibit E-2, plans none of the Benefit Arrangements is maintained, contributed to or sponsored by any Target, and arrangements each Target is not a party to any Benefit Arrangement, neither as are described of the date hereof nor as of any date between the date hereof and the Closing Date (inclusive thereof). Except as contemplated in this Section 3.16(dExhibit E-2, Schedule 3.17(c)(i)(C) are hereinafter collectively referred to as “Company Benefit Arrangements”. (ii) Except, in of the Seller Disclosure Letter lists each case, as would not individually or in the aggregate result in a material liability to the Company, to the Company’s knowledge, each Company Benefit Arrangement that is not a Foreign Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company either has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the Tax Reform Act of 1986, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel) has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype plan, and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably will be expected to cause the loss of the Tax-qualified status of such Company Benefit Arrangement. Each Company Benefit Arrangement that is not a Foreign Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquiror and/or the Merger Sub (other than ordinary administrative expenses typically incurred in a termination event). No suit, administrative proceeding, action or other litigation is pending, or to the knowledge of the Company, is threatened, with respect transferred to any such Company Benefit Arrangement that is not a Foreign Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. No Company Benefit Arrangement shall be subject Target prior to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All claims incurred as of the Closing Date under any Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured will be paid by the CompanyClosing.

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary is in compliance in all material respects with Applicable Law and Contracts relating to employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act), wages, hours and occupational safety and health and employment practices, including the Immigration Reform and Control Act, and is not engaged in any material unfair labor practice. To the Company’s knowledge, the The Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. The Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, material benefits and other compensation due to or on behalf of such employees, independent contractors and consultants, when such amounts became due and payable. The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently with past practice). To the knowledge of the Company and each of its Subsidiaries there are no material pending claims against the Company or any of its Subsidiaries under any Table of Contents workers compensation plan or policy or for long term disability. There are no material controversies pending or, to the knowledge of the Company, threatened, between the Company and any of its employees, which controversies have resulted or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental Authority. A complete list of all current employees, officers and consultants of the Company and the Company Subsidiaries, stating only Subsidiaries and their current title and/or job descriptiontitle, and current compensation (base salary compensation and bonuses) is set forth on Schedule 3.16(a) of the Company Disclosure Letter. To the knowledge of the Company, all employees of the Company or any of the Company Subsidiaries are legally permitted to be employed by the Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To the knowledge of the Company, all independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax laws, laws applicable to employee benefits and other Applicable Law. The Company and the Company Subsidiaries do not have any employment or consulting Contracts currently in effect that are not terminable at will (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). (b) Neither the Company nor any Company Subsidiary (i) is now, or has ever been, subject to a union organizing effort, (ii) is subject to any collective bargaining agreement with respect to any of its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ association or similar organization, and (iv) has any current labor disputes. To the knowledge of the Company, the Company and the Company Subsidiaries each has good labor relations, and has no knowledge of any facts indicating that the consummation of the Merger or any of the other transactions contemplated hereby shall have a material adverse effect on such labor relations, and has no knowledge that any of its key employees intends to leave their employ. To the knowledge of the Company, there There are no pending, or threatened, efforts to certify any Person as the collective bargaining agent of all or some of the employees of the Company or any Company Subsidiary. (c) The Company has no Company Benefit Arrangement which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), or (iii) a “funded welfare plan” within the meaning of Code Section 419. No pension plan of the Company is subject to Title IV of ERISA. . (d) (id)(i) Schedule 3.16(d) of the Company Disclosure Letter lists, with respect to the Company and any trade or business (whether or not incorporated) which is treated under Code Section 414(b) or (c) as a single employer with the Company (an “ERISA Affiliate of the Company, Affiliate”) each employment, consulting, severance or other similar ContractContract (except offer letters providing for at-will employment which do not provide for severance, acceleration, or post-termination benefits except as required by Applicable Law), each “employee benefit plan” as defined in Section 3(3) of ERISA, each loan to an employee in excess of $10,000.00 10,000 and each other material plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such), workers’ benefits, vacation benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, relocation benefits, cafeteria benefits, child care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors of the Company that is currently in effect, maintained or contributed to by the Company, any Company Subsidiary or any ERISA Affiliate and which covers any employee or with respect to which former employee of the Company or any Company Subsidiary or any other ERISA Affiliate has any liabilities or obligationSubsidiary. Such Contracts, plans and arrangements as are described in this Section 3.16(d) are hereinafter collectively referred to as “Company Benefit Arrangements”. (ii) Except, in each case, as would not individually or in the aggregate result in a material liability to the Company, to the Company’s knowledge, each Company Benefit Arrangement that is not a Foreign Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company either has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the Tax Reform Act of 1986, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel) has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype plan, and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably be expected to cause the loss of the Tax-qualified status of such Company Benefit Arrangement. Each Company Benefit Arrangement that is not a Foreign Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquiror and/or the Merger Sub (other than ordinary administrative expenses typically incurred in a termination event). No suit, administrative proceeding, action or other litigation is pending, or to the knowledge of the Company, is threatened, with respect to any such Company Benefit Arrangement that is not a Foreign Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. No Company Benefit Arrangement shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All claims incurred as of the Closing Date under any Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured will be paid by the Company.

Employees, ERISA and Other Compliance. (a) The Company and each Company Subsidiary Each of the 3Q Companies is in compliance in all material respects with Applicable Law and Contracts relating to labor, employment and fair employment practices, including, without limitation, all Applicable Laws relating to, hiring, discharge and/or terms and conditions of employment, discrimination in employment, terms and conditions of employment, compensation matters, worker classification (including the proper classification of employees as exempt employees classification, wages and nonexempt employees under the Fair Labor Standards Act)hours, wagesdisability rights or benefits, hours equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, employee leave issues, labor relations, unemployment insurance, occupational safety and health and employment practices, work visas and/or employment authorization (including the Immigration Reform and Control Act, and is not engaged in any material unfair labor practice). To Each of the Company’s knowledge, the Company 3Q Companies has withheld all amounts required by law Applicable Law or by agreement to be withheld from the wages, salaries, and other payments to employees; and is not liable for any material arrears of wages, compensation, Taxestaxes, penalties or other sums for failure to comply with any of the foregoing. The Company Each of the 3Q Companies has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. The Company None of the 3Q Companies is not liable for any material payment to any trust or other fund fund, or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistently consistent with past practice). To the knowledge of the Company and each of its Subsidiaries there There are no material pending claims against the Company or any of its Subsidiaries the 3Q Companies under any workers compensation plan or policy or for long term disabilitydisability (other than routine claims for benefits by employees, beneficiaries or dependents of such employees arising in the normal course of operation). There are no material controversies pending or, to the knowledge of the Company, threatened, between any of the Company 3Q Companies and any of its employees, which controversies have resulted or would reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any Governmental AuthorityAction. A complete list of all current employees, officers officers, consultants and consultants contractors of each of the Company 3Q Companies and the Company Subsidiaries, stating only their current status (e.g., employee vs. consultant), title and/or job description, and current compensation (base salary compensation and bonuses) ), accrued vacation, and legal status for purposes of eligibility to work in the United States is set forth on Schedule 3.16(a3.17(a) of the Company Disclosure Letter. To the knowledge All employees of each of the Company, all employees of the Company or any of the Company Subsidiaries 3Q Companies are legally permitted to be employed by the applicable 3Q Company or such Company Subsidiary in the jurisdiction in which such employee is employed in their current job capacities for the maximum period allowed under Applicable Law. To the knowledge None of the Company, all independent contractors providing services to the Company or any of the Company Subsidiaries have been properly classified as independent contractors for purposes of federal and applicable state Tax laws, laws applicable to employee benefits and other Applicable Law. The Company and the Company Subsidiaries do not have 3Q Companies has any employment or consulting Contracts currently in effect that are not terminable at will or on 30 days or less notice without liability (other than agreements with the sole purpose of providing for the confidentiality of proprietary information or assignment of inventions). (b) Neither . As of the Company nor any Company Subsidiary (i) is subject to a union organizing effortdate hereof, (ii) is subject to any collective bargaining agreement with respect to any none of its employees, (iii) is subject to any other Contract with any trade or labor union, employees’ association or similar organizationthe 3Q Companies has, and (iv) has any current labor disputes. To to the knowledge of the Company, the Company and the Company Subsidiaries each has good labor relationsno other Person has, and has no knowledge of (i) entered into any facts indicating Contract that the consummation of the Merger obligates or purports to obligate any of the 3Q Companies or Acquirer to make an offer of employment to any present or former employee, consultant or contractor of any of the 3Q Companies and/or (ii) promised or otherwise provided any assurances (contingent or otherwise) to any present or former employee, consultant or contractor of any of the 3Q Companies of any terms or conditions of employment with Acquirer following the Effective Time. (b) None of the 3Q Companies is a party to or bound by any labor agreement or collective bargaining agreement, work rules or practices, or any other transactions contemplated hereby shall have a material adverse effect on such labor-related agreement or arrangement with any labor relationsunion, labor organization, or works council, and has no knowledge that employees, consultants or contractors are represented by a labor union, labor organization or works council with respect to their employment or provision of services to any of its key employees intends the 3Q Companies. There is and, prior to leave their employthe date hereof, has been, no union organizing activities among employees, consultants or contractors. To There is no pending, or to the knowledge of the Company, there are no pendingthreatened work stoppage, lockout, labor grievance, arbitration, labor dispute, slowdown or threatened, efforts to certify labor strike against or affecting any Person as the collective bargaining agent of all or some of the employees 3Q Companies. Neither any of the Company 3Q Companies nor, to the knowledge of the Company, any of their respective representatives, agents or employees, consultants or contractors has committed any Company Subsidiaryunfair labor practice and none of the 3Q Companies has any current labor disputes. (c) The Company has no Company Benefit Arrangement which constitutes, or has since the enactment of ERISA, constituted, (i) a “multiemployer plan” as defined in Section 3(37) of ERISA, (ii) a “multiple employer plan” as defined in ERISA or Code Section 413(c), or (iii) a “funded welfare plan” within the meaning of Code Section 419. No pension plan of the Company is subject to Title IV of ERISA. (d) (i) Schedule 3.16(d3.17(c) of the Company Disclosure Letter lists, with respect to each of the Company 3Q Companies and any ERISA Affiliate of the Company3Q Companies, each employment, consulting, contracting, severance or other similar Contract, each “employee benefit plan” as defined in Section 3(3) of ERISA, each outstanding loan to an employee in excess of $10,000.00 employee, consultant or contractor and each other material plan plan, agreement or arrangement arrangement, whether written or unwritten, providing for insurance coverage (including any self-insured arrangements that are clearly identified as such, and any stop-loss insurance policies issued in connection with such self-insured arrangements), vacation benefits, severance benefits, retentionretention benefits, disability benefits, death benefits, hospitalization benefits, medical benefits, dental benefits, vision care benefits, relocation benefits, child cafeteria benefits, child/dependent care benefits, sabbatical, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for current or former directors, employees, consultants or directors of the Company contractors that is currently in effect, maintained or contributed to by any of the Company3Q Companies, or any Company Subsidiary ERISA Affiliate and which covers any current or former director, employee, consultant or contractor of any of the 3Q Companies, or any ERISA Affiliate or with respect to which any of the Company 3Q Companies, or any Company Subsidiary or any other ERISA Affiliate has any liabilities or obligationmay have an obligation to contribute. Such Contracts, plans and arrangements as are described in this Section 3.16(d3.17(c) are hereinafter collectively referred to as “Company Benefit Arrangements.”. (ii) Except, in each case, as would not individually or in the aggregate result in a material liability to the Company, to the Company’s knowledge, each Company Benefit Arrangement that is not a Foreign Plan has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. Unless otherwise indicated in Schedule 3.16(d) of the Company Disclosure Letter, with respect to each such Company Benefit Arrangement that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code, the Company either has received a favorable opinion, advisory, notification and/or determination letter, as applicable, that such plan satisfied the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997 (collectively referred to as “GUST”), the Tax Reform Act of 1986, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax Relief Act of 2000 (a copy of which letter(s) have been delivered to Acquiror and its counsel) has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, or may rely upon an opinion letter for a prototype plan, and nothing has occurred since the issuance of such opinion, advisory, notification and/or determination letter, as applicable, which would reasonably be expected to cause the loss of the Tax-qualified status of such Company Benefit Arrangement. Each Company Benefit Arrangement that is not a Foreign Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Acquiror and/or the Merger Sub (other than ordinary administrative expenses typically incurred in a termination event). No suit, administrative proceeding, action or other litigation is pending, or to the knowledge of the Company, is threatened, with respect to any such Company Benefit Arrangement that is not a Foreign Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor. No Company Benefit Arrangement shall be subject to any surrender fees or services fees upon termination other than the normal and reasonable administrative fees associated with the termination of benefit plans. All claims incurred as of the Closing Date under any Company Benefit Arrangement that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA that is self-insured will be paid by the Company.