Common use of Employees, Labor Matters, etc Clause in Contracts

Employees, Labor Matters, etc. (a) None of the Group Companies is a party to or otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any Group Company. Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability of the Group Companies taken as a whole, there currently is not, nor has there been within the two (2) year period prior to the date hereof, any pending or, to the Knowledge of the Company, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Group Companies as of the date hereof. (b) Each Group Company is, and since January 1, 2013 has been, in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, labor relations, terms and conditions of employment, immigration, employee classification and wages, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability to the Group Companies taken as a whole, each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, officers, directors, managers or consultants on or prior to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all purposes and no reserves have been taken for any such matters. Each Group Company is, and since January 1, 2013 has been, in compliance with all documentation requirements of the Immigration Reform and Control Act of 1986, as amended, and the rules and regulations promulgated thereunder and no reserves have been taken for any such matters. (c) To the Knowledge of the Company, there is, and since January 1, 2013 has been, no Litigation pending or threatened against any Group Company by or before any Governmental Authority with respect to any current or former employees, officers, directors, managers or consultants of any Group Company, including any claim relating to the alleged violation of any Labor Law. (d) Since January 1, 2013, no Group Company has effectuated (i) a “plant closing” (as defined under WARN or any similar state or local Law) affecting any site of employment or operating units within any site of employment or (ii) a “mass layoff” (as defined under WARN or any similar state or local Law) affecting any site of employment without complying in all material respects with WARN.

Employees, Labor Matters, etc. (a) None Section 3.1.20(a) of the Group Companies is a party to or otherwise bound by any Company Disclosure Letter lists all collective bargaining agreementagreements of the Sellers specifically relating to each company facility that is represented by a labor organization and all known or threatened current labor organizing activities that relate to the Business. The Sellers are in material compliance with all collective bargaining agreements of the Sellers regarding each company facility associated with the Business that is represented by a labor organization, and including any provision requiring notice of the transactions contemplated by this Agreement. Since January 1, 2000 there has not occurred or, to the Knowledge of the Sellers, been threatened any strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed in the operation of the Business. There are no labor unions disputes currently subject to any arbitration or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any Group Company. Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability of the Group Companies taken as a whole, litigation and there currently is not, nor has there been within the two (2) year period prior to the date hereof, any no representation petition pending or, to the Knowledge of the CompanySellers, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, to any employees employee employed in the operation of the Group Companies as of the date hereof. (b) Business. Each Group Company is, and since January 1, 2013 Seller has been, in compliance complied in all material respects with Applicable Law in effect as of the date of this Agreement pertaining to the employment of employees, including, without limitation, all applicable Laws respecting laborsuch laws relating to labor relations, wages, hours, working conditions, occupational safety and health, workers’ compensation, plant closings and mass layoffs, immigration, equal employment, fair employment practices, labor relationsentitlements, terms and conditions of employmentprohibited discrimination or other similar employment acts (collectively, immigration, employee classification and wages, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would The Sellers have not reasonably be expected, individually or in received notice of the aggregate, intent of any Governmental Authority responsible for the enforcement of any Labor Law to result in a material Liability to the Group Companies taken as a whole, each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, officers, directors, managers or consultants on or prior to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including conduct an investigation with respect to eligibility for minimum wage and overtime under any employees employed in the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all purposes and no reserves have been taken for any such matters. Each Group Company is, and since January 1, 2013 has been, in compliance with all documentation requirements operation of the Immigration Reform and Control Act of 1986Business and, as amended, and the rules and regulations promulgated thereunder and no reserves have been taken for any such matters. (c) To to the Knowledge of the Company, there is, and since January 1, 2013 has beenSellers, no Litigation such investigation is threatened. There exists no pending or, to the Knowledge of Sellers, threatened lawsuit, administrative proceeding or threatened against any Group Company by or before any Governmental Authority with respect to investigation involving the Business and any current or former employeesdirector, officers, directors, managers officer or consultants employee of any Group Companythe Business, including under any Labor Law or any claim relating to the alleged violation for wrongful termination or breach of any Labor Lawan express or implied contract of employment, other than routine employee grievances. (db) Since January 1Section 3.1.20(b) of the Company Disclosure Letter lists all written (and, 2013to the Knowledge of the Sellers, no Group Company has effectuated oral) agreements (other than “at-will” employment or consulting agreements) (i) for the employment of any individual employed in the operation of the Business on a “plant closing” (as defined under WARN full-time, part-time, consulting or any similar state or local Law) affecting any site of employment or operating units within any site of employment or other basis and (ii) a “mass layoff” (as defined under WARN or to provide to any similar state or local Law) affecting individual employed in the operation of the Business any site severance benefits upon the termination of such individual’s employment without complying in all material respects with WARNthe Sellers.

Employees, Labor Matters, etc. Except as set forth in Schedule 3.19 of the Contributors’ Disclosure Schedules, (a) None of the Group Companies no Contributor or Partnership is a party to or otherwise bound by any collective bargaining agreement, and there are no labor unions unions, works councils or other organizations representing, purporting to represent or, to the Knowledge of the Contributors, attempting to represent any employee of any Contributor or groups any Partnership; (b) no strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity has occurred, been threatened in writing or, to the Knowledge of the Contributors, is anticipated with respect to any employee of any Contributor or any Partnership; (c) there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending, threatened in writing or, to the Knowledge of the Contributors, anticipated with respect to any employee of any Contributor or any Partnership and there is no action pending or, to the Knowledge of the Contributors, threatened by any labor unions, work councils or other organizations representing, purporting to represent or attempting to represent any employees employed by employee of any Group Company. Except as would not reasonably be expected, individually or entity in the aggregate, to result in a material Liability which any of the Group Companies taken as Contributors or any of the Partnerships have invested or are contemplating investing that could have a wholeMaterial Adverse Effect on the business, there currently is notoperations or prospects of the Contributors, nor has there been within the two Partnerships, the Funds or the Issuer; (2d) year period prior to the date hereof, any pending or, to the Knowledge of the CompanyContributors, threatened strike, slowdown, picketing no Contributor or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Group Companies as of the date hereof. (b) Each Group Company Partnership is, and since January 1, 2013 no Contributor or Partnership has been, engaged in any unfair labor practice within the meaning of the National Labor Relations Act; (e) the Contributors and the Partnerships are in compliance in all material respects with all applicable Laws respecting labor, employment, fair relating to employment and employment practices, labor relationsworkers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, employee classification collective bargaining and wagesthe Worker Adjustment and Retraining Notification Act; (f) there have been no claims of harassment, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassmentretaliatory act or similar actions against any employee, retaliation, disability rights officer or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would not reasonably be expected, individually director of any Contributor or in any Partnership at any time during the aggregatepast four years and, to result in a material Liability to the Group Companies taken as a whole, each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, officers, directors, managers or consultants on or prior to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all purposes and no reserves have been taken for any such matters. Each Group Company is, and since January 1, 2013 has been, in compliance with all documentation requirements of the Immigration Reform and Control Act of 1986, as amended, and the rules and regulations promulgated thereunder and no reserves have been taken for any such matters. (c) To the Knowledge of the Company, there is, and since January 1, 2013 has beenContributors, no Litigation pending facts exist that could reasonably be expected to give rise to such claims or threatened against any Group Company by actions and (g) no Contributor or before any Governmental Authority with respect Partnership and, to any current the Knowledge of the Contributors, no employee, agent or former employees, officers, directors, managers or consultants representative of any Group Companysuch entity (i) is in possession of or has or is using information, data or other property in violation of the ownership rights or property interests of any other Person, including any claim relating to the alleged violation prior employer of any Labor Law. (d) Since January 1such employee, 2013, no Group Company has effectuated (i) a “plant closing” (as defined under WARN agent or any similar state or local Law) affecting any site of employment or operating units within any site of employment representative or (ii) a “mass layoff” (as defined under WARN has taken any action in violation of any obligations or restrictions with respect to which any similar state such employee, agent or local Law) affecting any site of employment without complying in all material respects with WARNrepresentative may be subject.

Employees, Labor Matters, etc. (ai) Schedule 4.1 (m) contains a complete and correct list of the names of and compensation for all Employees as of the date hereof, as well as a listing of (w) each deferred compensation, incentive compensation and equity compensation plan, and each "welfare" plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (x) each "pension" plan, fund or program (within the meaning of section 3(2) of ERISA), (y) each employment, termination or severance agreement, and (z) each other employee benefit plan, fund, program, agreement or arrangement ("Plan") that is sponsored, maintained or contributed to or required to be contributed to by Sellers or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any or all Sellers would be deemed a "single employer" within the meaning of section 4001(b) of ERISA, or to which any or all Sellers or an ERISA Affiliate is party, whether written or oral, in each case for the benefit of any Employee. (ii) There are no unfair labor practice charges or complaints pending against Sellers with respect to the Business before any governmental or administrative authority and no claim thereof has been formally asserted, nor is there any strike, slowdown, work stoppage or lockout, or, to the Knowledge of Sellers, any threat thereof, with respect to the Business. (iii) None of the Group Companies Employees is represented by any labor union or collective bargaining unit and, to the Knowledge of Sellers, no organizational efforts are currently taking place with respect to such representation. (iv) Except as set forth in Schedule 4.1(m), with respect to each Plan maintained by Sellers or any ERISA Affiliate: (A) Each Plan is in compliance with all material respects with applicable Legal Requirements (including, if applicable, ERISA and the Code); and each of the Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the IRS to be so qualified; (B) No Plan has a material accumulated or waived funding deficiency within the meaning of Section 412 of the Code; no Seller nor any ERISA Affiliate has incurred, directly or indirectly, any material liability (including any material contingent liability) to or on account of a Plan pursuant to Title IV of ERISA; no proceedings have been instituted to terminate any Plan that is subject to Title IV of ERISA; to the Knowledge of Sellers, no "reportable event," as such term is defined in Section 4043(c) of ERISA, has occurred with respect to any Plan and no condition exists that presents a material risk of incurring a liability to or on account of a Plan pursuant to Title IV of ERISA; and (C) No Plan is a party to or otherwise bound by any collective bargaining agreement, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any Group Company. Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability of the Group Companies taken as a whole, there currently is not, nor has there been multiemployer plan (within the two (2meaning of Section 4001(a)(3) year period prior to the date hereof, any of ERISA); there is no pending or, to the Knowledge of the CompanySellers, threatened strike, slowdown, picketing or work stoppage claim of any material nature (other than routine claims for benefits) by, on behalf of or lockout of, or other similar labor activity or organizing campaign with respect to, against any employees of the Group Companies as of the date hereofPlans or any trusts related thereto. (bv) Each Group Company isExcept as set forth in Schedule 4.1(m) or as referenced in Section 6.1, and since January 1neither the execution, 2013 delivery or performance of this Agreement, nor the consummation of the transactions contemplated thereby, will accelerate the time of payment or vesting, or increase the amount, of compensation due to any Transferred Employee. (vi) Except as previously disclosed to Purchaser in writing, none of the Employees has beenbeen recommended by his or her respective supervisor for termination or is a participant in a formal probation process. To the Knowledge of Sellers, in compliance no Employee has been debarred by the FDA under the Generic Drug Enforcement Act of 1992 or convicted of a felony under federal law for conduct relating to the diversion, development or approval of a drug product or relating to a drug product, nor has any Employee been accused or investigated by any government or regulatory enforcement authority for any of the foregoing. Sellers have complied in all material respects with all applicable Laws respecting labor, employment, fair employment practices, labor relations, terms and conditions of employment, immigration, employee classification and wages, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability to the Group Companies taken as a whole, each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, officers, directors, managers or consultants on or prior to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all purposes and no reserves have been taken for any such matters. Each Group Company is, and since January 1, 2013 has been, in compliance with all documentation requirements of the Immigration Reform and Control Act of 1986, as amended, and the rules and regulations promulgated thereunder and no reserves have been taken for any such matters. (c) To the Knowledge of the Company, there is, and since January 1, 2013 has been, no Litigation pending or threatened against any Group Company by or before any Governmental Authority with respect to any current or former employees, officers, directors, managers or consultants of any Group Company, including any claim Legal Requirements relating to the alleged violation conduct of any Labor Lawbackground checks on Employees. (d) Since January 1, 2013, no Group Company has effectuated (i) a “plant closing” (as defined under WARN or any similar state or local Law) affecting any site of employment or operating units within any site of employment or (ii) a “mass layoff” (as defined under WARN or any similar state or local Law) affecting any site of employment without complying in all material respects with WARN.

Employees, Labor Matters, etc. (a) None Schedule 4.18(a) sets forth a true and complete list of the Group Companies name, title, annual salary or wage rate or other compensation, and vacation and fringe benefits of each and every of director, officer and employee of the Parent or any of its Subsidiaries. (b) Schedule 4.18(b) sets forth a true and complete list of every employment agreement of the Parent or any of its Subsidiaries now in effect or which the Parent or any of its Subsidiaries has or might have any obligation, or any understanding between the Parent or any of its Subsidiaries and any Employee concerning the terms of such Employee’s employment. Neither the Parent nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining or other labor agreement, and and, to the Knowledge of the Parent, there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by Employees. (c) Except as would not reasonably expected to have a Material Adverse Effect, since January 1, 2005, there has not occurred or been threatened any Group Companymaterial strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any Employees. Except as would not reasonably be expectedexpected to have a Material Adverse Effect, individually (i) there are no labor disputes currently subject to any grievance procedure, arbitration or in the aggregate, to result in a material Liability of the Group Companies taken as a whole, litigation and (ii) there currently is not, nor has there been within the two (2) year period prior to the date hereof, any no representation petition pending or, to the Knowledge of the CompanyParent, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect toto any Employee, any employees (iii) the Parent and each of its Subsidiaries have complied with all Applicable Laws pertaining to the employment or termination of employment of their Employees, including, without limitation, to the extent applicable, the National Labor Relations Acts, as amended, Title VII of the Group Companies Civil Rights Act of 1991, as amended, the Occupational Safety and Health Act, Executive Order 11246, the Fair Labor Standard Act of 1973, the date hereof. (b) Each Group Company isAmericans with Disabilities Act, the Age Discrimination in Employment Act, as amended, and since January 1all other such Applicable Laws relating to labor relations, 2013 has been, in compliance in all material respects with all applicable Laws respecting labor, employmentequal employment opportunities, fair employment practices, labor relations, terms and conditions of employment, immigration, employee classification and wages, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassment, retaliation, disability rights prohibited discrimination or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability to the Group Companies taken as a whole, each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits distinction and other compensation due to or on behalf of such employees, officers, directors, managers or consultants on or prior to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all purposes and no reserves have been taken for any such matters. Each Group Company is, and since January 1, 2013 has been, in compliance with all documentation requirements of the Immigration Reform and Control Act of 1986, as amended, and the rules and regulations promulgated thereunder and no reserves have been taken for any such matterssimilar employment activities. (c) To the Knowledge of the Company, there is, and since January 1, 2013 has been, no Litigation pending or threatened against any Group Company by or before any Governmental Authority with respect to any current or former employees, officers, directors, managers or consultants of any Group Company, including any claim relating to the alleged violation of any Labor Law. (d) Since January 1, 2013, no Group Company has effectuated (i) a “plant closing” (as defined under WARN or any similar state or local Law) affecting any site of employment or operating units within any site of employment or (ii) a “mass layoff” (as defined under WARN or any similar state or local Law) affecting any site of employment without complying in all material respects with WARN.

Employees, Labor Matters, etc. The Acquired Companies have listed in Schedule 4.21 and have furnished to TBA true and complete copies of: (a) None any written employment agreements with officers and directors of any Acquired Company; and (b) any written employment agreements with its employees which by their terms may not be terminated by the Group Companies Acquired -27- 32 Company at will or which grants severance payments. No Acquired Company has entered into any similar oral employment agreements. Except as set forth in Schedule 4.21, no Acquired Company is a party to or otherwise bound by any collective bargaining agreement, agreement and there are no labor unions or other organizations or groups representing, purporting to represent or or, to the Knowledge of the Shareholders, attempting to represent any employees employed by any Group Acquired Company. Except as would Since January 1, 1997 there has not reasonably be expected, individually or in the aggregateoccurred or, to result in a material Liability the knowledge of the Group Companies taken as a wholeShareholders and the Acquired Companies, been threatened any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees employed by any Acquired Company. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there currently is not, nor has there been within the two (2) year period prior to the date hereof, any no representation petition pending or, to the knowledge of the Shareholders and the Acquired Companies, threatened with respect to any employee of any Acquired Company. To the Knowledge of the CompanyShareholders, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees of the Group Acquired Companies as of the date hereof. (b) Each Group Company is, and since January 1, 2013 has been, in compliance in all material respects have complied with all applicable Laws respecting laborprovisions of Applicable Law pertaining to the employment of employees, including, without limitation, all such laws relating to labor relations, equal employment, fair employment practices, labor relationsentitlements, terms and conditions of employmentprohibited discrimination or other similar employment practices or acts, immigration, employee classification and wages, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would not reasonably be expectedexcept for any failure so to comply that, individually or in the aggregatetogether with all such other failures, to has not and will not result in a material Liability liability or obligation on the part of TBA or the Acquired Companies, and has not had or resulted in, and will not have or result in, a Material Adverse Effect. To the Shareholders' Knowledge, no key employee or group of employees has any plans to terminate employment with any Acquired Company. Except as set forth on Schedule 4.21, there are no loans or other obligations payable or owing by any Acquired Company to any shareholder, officer, director or employee of any Acquired Company (except salaries and wages incurred and accrued in the Group Companies taken as a wholeordinary course of business), each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants nor are there any loans or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to debts payable or on behalf owing by any of such employees, officers, directors, managers persons to any Acquired Company or consultants on any guarantees by any Acquired Company of any loan or prior obligation of any nature to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all purposes and no reserves have been taken for which any such matters. Each Group Company is, and since January 1, 2013 has been, in compliance with all documentation requirements of the Immigration Reform and Control Act of 1986, as amended, and the rules and regulations promulgated thereunder and no reserves have been taken for any such mattersperson is a party. (c) To the Knowledge of the Company, there is, and since January 1, 2013 has been, no Litigation pending or threatened against any Group Company by or before any Governmental Authority with respect to any current or former employees, officers, directors, managers or consultants of any Group Company, including any claim relating to the alleged violation of any Labor Law. (d) Since January 1, 2013, no Group Company has effectuated (i) a “plant closing” (as defined under WARN or any similar state or local Law) affecting any site of employment or operating units within any site of employment or (ii) a “mass layoff” (as defined under WARN or any similar state or local Law) affecting any site of employment without complying in all material respects with WARN.

Employees, Labor Matters, etc. (ai) Each Group Company has complied with all Applicable Law relating to the employment of labor, including provisions thereof relating to wages, hours, social welfare, Social Securities Funds, equal opportunity and collective bargaining. There is no organized labor strike, dispute, slowdown or claim pending, or to the Knowledge of the Company Warrantors threatened against or affecting any Group Company. None of the Group Companies is a party to or otherwise bound by has any collective bargaining agreementcontract with any labor union. The matters disclosed in Section 3.20(i) of the Disclosure Schedule, and there are no labor unions or other organizations or groups representing, purporting to represent or attempting to represent any employees employed by any Group Company. Except as would not reasonably be expected, whether individually or in the aggregate, to result in a material Liability of the Group Companies taken as a whole, there currently have not constituted and shall not constitute or lead to a Significant Breach with respect to any Group Company. (ii) Section 3.20(ii) of the Disclosure Schedule sets forth a list of all officers, employees and consultants of each Group Company whose current annual salary or rate of compensation (including bonuses, commissions and inventive compensation) is notin excess of RMB¥800,000 (or equivalent in a different currency), together with their current job titles or relationship to such Group Company. None of the Persons referred to above, nor any other officer, key employee or consultant of any Group Company, has there been within notified any Group Company that such Person will cancel or otherwise terminate such Person’s relationship with any Group Company, or is being terminated by any Group Company. (iii) To the two Knowledge of the Company Warrantors, except as set forth in Section 3.20(iii) of the Disclosure Schedule, none of the officers, employees or consultants referred to in Section 3.20(ii) of the Disclosure Schedule is obligated under any contract (2including licenses, covenants or commitments of any nature) year period or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the business of the Group Companies as proposed to be conducted. To the Knowledge of the Company Warrantors, the following will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such officer, employee or consultant is now obligated: (a) the execution, delivery and performance of any of this Agreement or other Transaction Documents; (b) the adoption by the Company of the Memorandum and Articles, (c) the carrying on of any Group Company’s business by the employees thereof; and (d) the conduct of the business of any Group Company as currently conducted or as proposed to be conducted. No Group Company has reason to believe it is or will be necessary to utilize any inventions of any employees of any Group Company (or people any Group Company currently intend to hire) made prior to or outside the date hereofscope of their employment by such Group Company. None of the execution, delivery and performance of this Agreement or other Transaction Documents or the adoption of the Memorandum and Articles will (either alone or upon the occurrence of any pending oradditional or subsequent event) constitute an event under any benefit plan or individual agreement that will or may result in any payment (whether of severance pay or otherwise), acceleration, vesting or increase in material benefits with respect to any employee, former employee, consultant, agent or director of any Group Company. (iv) Except as set forth on Section 3.20(iv) of the Disclosure Schedule, none of the Group Companies has any pension (other than any statutory pension), employee stock purchase or other plan providing for incentives or other compensation to employees. The Company has delivered to the Investors true, correct and complete copies of all documents, summary plan descriptions, insurance contracts, third party administration contracts and all other documentation created to embody all material benefit plans, plus descriptions of any material benefit plans that have not been reduced to writing. Except for required contributions or benefit accruals for the current plan year, no material Liability has been or is expected to be incurred by any Group Company under or pursuant to any Applicable Law relating to benefit plans and, to the Knowledge of the Company Warrantors, no event, transaction or condition has occurred or exists that could result in any such Liability to any Group Company, threatened strike, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to, any employees . Each of the Group Companies as benefit plans listed in Section 3.20(iv) of the date hereof. (b) Each Group Company is, Disclosure Schedule is and since January 1, 2013 has been, at all times been in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, labor relations, terms and conditions provisions of employment, immigration, employee classification and wages, hours, meal and break periods, hiring, promotion, termination, workers’ compensation, occupational safety and health requirements, plant closings, withholding of taxes, employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, equal pay, employee privacy, employee leave requirements, unemployment insurance and related matters (“Labor Laws”). Except as would not reasonably be expected, individually or in the aggregate, to result in a material Liability to the Group Companies taken as a whole, each Group Company has paid its respective current and former employees, officers, directors, managers, independent contractors and consultants or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, officers, directors, managers or consultants on or prior to the date hereof. Each Group Company has properly classified each of its employees, officers, directors, managers, independent contractors and consultants as “employees” or “independent contractors” and as “exempt” or “non-exempt” for all purposes (including with respect to eligibility for minimum wage and overtime under the Fair Labor Standards Act of 1938, as amended) and has properly reported all compensation paid to such employees, officers, directors, managers, independent contractors and consultants for all purposes and no reserves have been taken for any such matters. Each Group Company is, and since January 1, 2013 has been, in compliance with all documentation requirements of the Immigration Reform and Control Act of 1986, as amended, and the rules and regulations promulgated thereunder and no reserves have been taken for any such matters. (c) To the Knowledge of the Company, there is, and since January 1, 2013 has been, no Litigation pending or threatened against any Group Company by or before any Governmental Authority with respect to any current or former employees, officers, directors, managers or consultants of any Group Company, including any claim relating to the alleged violation of any Labor Applicable Law. (d) Since January 1, 2013, no Group Company has effectuated (i) a “plant closing” (as defined under WARN or any similar state or local Law) affecting any site of employment or operating units within any site of employment or (ii) a “mass layoff” (as defined under WARN or any similar state or local Law) affecting any site of employment without complying in all material respects with WARN.