Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company GFI nor any Company GFI Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or works council, nor to the Knowledge of GFI, has GFI or any GFI Subsidiary communicated or represented, whether to any employee or director of, or consultant to, GFI or any GFI Subsidiary or any labor organizationunion, labor organization or works council, that it will recognize any labor union, labor organization or works council. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary is represented by a labor union or union, other labor organization and or works council and, (i) to the Knowledge of GFI, there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary, and there are currently no activities related to the establishment of a works council representing employees or directors of, or consultants to, GFI or any GFI Subsidiary, (ii) no written demand for recognition of any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) two years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or director of, or consultant to, GFI or any Company GFI Subsidiary or group of employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) two years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the Knowledge of GFI, threatened (i) material strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute or other industrial action with respect to or involving any employees of the Company current or former employee or director of, or consultant to, GFI or any Company GFI Subsidiary, and there has been no such action or event in the past three years or (3ii) yearsmaterial arbitration, or material grievance against GFI or any GFI Subsidiary involving current or former employees, directors, consultants or any of their representatives. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company GFI and the Company GFI Subsidiaries are in compliance in all material respects with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, and plant closings and layoffs, including classification of employees, consultants and independent contractors and classification of employees and consultants for overtime eligibility, non-discrimination in employment, data protection, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company GFI or any of the Company GFI Subsidiaries under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingarrangement. (e) The representations To the Knowledge of GFI, no employee of GFI or any GFI Subsidiary is in violation of any non-compete, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with GFI or any GFI Subsidiary that would result in any material liability or obligation against GFI or any GFI Subsidiary. (f) Prior to the date of this Agreement, GFI and warranties the GFI Subsidiaries, as applicable, have satisfied any material legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, works council or other organization representing employees or directors of, or consultants to, GFI or a GFI Subsidiary, in connection with the Transactions. (g) Section 2.17(g) of the GFI Disclosure Letter contains a true and complete list as of the date hereof, which list shall be updated within a reasonable time prior to Offer Closing with any additions or deletions in accordance with Section 4.1, of the names and dates of commencement of employment or engagement of all employees and directors of, and consultants to, GFI who are either entitled to remuneration or fees in excess of $100,000 per annum or are employed or retained pursuant to an agreement or arrangement which cannot be terminated on less than three months’ notice, and the annual base salary rate, guaranteed or target bonus amount and commission rate payable to all such persons. (h) As of the date of this Agreement, neither GFI nor any GFI Subsidiary has received any written notice of resignation from any employee or director of, or consultant to, GFI earning in excess of $100,000 per annum that has not expired. Section 3.16 2.17(h) of the GFI Disclosure Letter shall be updated prior to the Offer Closing Date to reflect any such notices received between the date of this Agreement and the Offer Closing Date. (i) To the Knowledge of GFI, neither GFI nor any GFI Subsidiary is involved in negotiations (whether with employees, directors, consultants or any trade union or other representatives thereof) to vary materially the terms and conditions of employment or engagement of any of its employees, directors or consultants, nor, to the Knowledge of GFI, are there any outstanding agreements, promises or offers made by GFI or any GFI Subsidiary to any of its employees, directors or consultants or to any trade union or other representatives thereof concerning or affecting the exclusive representations terms and warranties by conditions of employment or engagement of any of its employees, directors or consultants, and neither GFI nor any GFI Subsidiary is under any contractual or other obligation to change the Company and each Company terms of service of any employee, director or consultant. (j) With respect to any employee or director of, or consultant to, GFI earning in excess of $100,000 per annum, neither GFI nor any GFI Subsidiary relating has given notice of any termination of employment in any other jurisdiction, nor started consultations with any employee, worker, director, consultant or representative thereof regarding transfer of employment within the 12 months preceding the date of this Agreement in relation thereto. (k) There are no employees or directors of, or consultants to, GFI earning in excess of $100,000 per annum that provide services pursuant to labor mattersa secondment, employee lease or employee lending arrangement, whether via another GFI Subsidiary or Affiliate or a third party.

Employees; Labor Matters. (a) Neither Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any Company Subsidiary of its Subsidiaries is a party to, to or bound by, or in the process of negotiating, a by any material collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding other material Contract with any labor union or labor organization. organization (beach, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company SubsidiaryDisclosure Letter, (ii) since December 1, 2014, no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or union, labor organization in the past three (3) years and (iii) no petition has been filedorganization, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary of its Subsidiaries has made a demand for recognition or certification, and there are, and since December 1, 2014 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations board tribunal or commission authority with respect to any individuals employed by the Company or any of any Governmental Entity seeking recognition of a collective bargaining representative in the past three its Subsidiaries and (3iii) years. (c) As of the date of this Agreement, except asas would cause, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred since December 1, 2014. Since December 1, 2014, there has not resulted in and occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except ashave, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December 1, 2014 there has not resulted been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in and writing against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not reasonably be expected to result in material liability to the have a Company or any Company SubsidiaryMaterial Adverse Effect, the Company and the Company its Subsidiaries are have complied in compliance all material respects with all obligations applicable Laws relating to employment of the Company or any of the Company Subsidiaries under any employment agreementlabor, severance agreementincluding all applicable Laws relating to wages, hours, collective bargaining agreement or any similar bargaining, employment or labor-related agreement or understandingdiscrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, immigration, and the collection and payment of withholding and/or social security Taxes. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company GFI nor any Company GFI Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or works council, nor to the Knowledge of GFI, has GFI or any GFI Subsidiary communicated or represented, whether to any employee or director of, or consultant to, GFI or any GFI Subsidiary or any labor organizationunion, labor organization or works council, that it will recognize any labor union, labor organization or works council. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary is represented by a labor union or union, other labor organization and or works council and, (i) to the Knowledge of GFI, there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary, and there are currently no activities related to the establishment of a works council representing employees or directors of, or consultants to, GFI or any GFI Subsidiary, (ii) no written demand for recognition of any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) two years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or director of, or consultant to, GFI or any Company GFI Subsidiary or group of employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) two years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the Knowledge of GFI, threatened (i) material strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute or other industrial action with respect to or involving any employees of the Company current or former employee or director of, or consultant to, GFI or any Company GFI Subsidiary, and there has been no such action or event in the past three years or (3ii) yearsmaterial arbitration, or material grievance against GFI or any GFI Subsidiary involving current or former employees, directors, consultants or any of their representatives. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company GFI and the Company GFI Subsidiaries are in compliance in all material respects with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, and plant closings and layoffs, including classification of employees, consultants and independent contractors and classification of employees and consultants for overtime eligibility, non-discrimination in employment, data protection, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company GFI or any of the Company GFI Subsidiaries under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingarrangement. (e) The representations To the Knowledge of GFI, no employee of GFI or any GFI Subsidiary is in violation of any non-compete, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with GFI or any GFI Subsidiary that would result in any material liability or obligation against GFI or any GFI Subsidiary. (f) Prior to the date of this Agreement, GFI and warranties the GFI Subsidiaries, as applicable, have satisfied any material legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, works council or other organization representing employees or directors of, or consultants to, GFI or a GFI Subsidiary, in connection with the Transactions. (g) To the Knowledge of GFI, as of the date of this Section 3.16 Agreement, no employee or director of, or consultant to, GFI or any GFI Subsidiary earning in excess of $100,000 per annum has provided a notice of resignation that has not expired. (h) To the Knowledge of GFI, neither GFI nor any GFI Subsidiary is involved in negotiations (whether with employees, directors, consultants or any trade union or other representatives thereof) to vary materially the terms and conditions of employment or engagement of any of its employees, directors or consultants, nor, to the Knowledge of GFI, are there any outstanding agreements, promises or offers made by GFI or any GFI Subsidiary to any of its employees, directors or consultants or to any trade union or other representatives thereof concerning or affecting the exclusive representations terms and warranties by conditions of employment or engagement of any of its employees, directors or consultants, and neither GFI nor any GFI Subsidiary is under any contractual or other obligation to change the Company and each Company terms of service of any employee, director or consultant. (i) To the Knowledge of GFI, with respect to any brokerage, technology or management employee of GFI or any GFI Subsidiary relating to labor mattersearning in excess of $100,000 per annum, neither GFI nor any GFI Subsidiary has given notice of any termination of employment within the twelve (12) months preceding the date of this Agreement.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union union, labor organization or labor organizationworks council. (b) As To the knowledge of the date of this AgreementCompany, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or union, labor organization or works council to organize any employees of the Company or any Company Subsidiary, (ii) no written . No demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or union, labor organization or works council in the past three two (32) years and (iii) no years. No petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three two (32) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three five (35) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the The Company and the Company Subsidiaries are in compliance in all material respects with all (i) Laws and requirements respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, worker and independent contractor classification, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance and (ii) obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) Except as set forth in Section 3.16(e) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has in the past two (2) years received (i) notice of any unfair labor practice charge or complaint pending or threatened before the National Labor Relations Board or any other Governmental Entity against them, (ii) notice of any complaints, material grievances or arbitrations arising out of any collective bargaining agreements or any other complaints, material grievances or arbitrations against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, layoffs and plant closings, child labor, immigration or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress or (v) notice of any lawsuit, action, complaint, or other proceeding pending or, to the extent material, threatened, in any forum by or on behalf of any present or former employee of such entities, any applicant for employment or classes or representatives of the foregoing alleging breach of any express or implied contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship. (f) The representations Company and warranties the Company Subsidiaries properly classify and treat, under applicable Law, each of its workers as an employee or an independent contractor, and, in this Section 3.16 the case of employees, properly classify and treat, under applicable Law, each of its employees as exempt or non-exempt from overtime wage requirements, other than misclassifications or mistreatments that are the exclusive representations and warranties by not material. (g) All material employment policies of the Company and each the Company Subsidiary relating Subsidiaries are in writing and have been made available to labor mattersParent. The Company and the Company Subsidiaries are not, and have not been, (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246, or (iii) required to maintain an affirmative action plan.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is is, or since January 1, 2017 has been, party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or labor organizationworks council. (b) As None of the date of this Agreementemployees, except as, individually consultants or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees workers of the Company or any Company Subsidiary is are represented by a labor union or union, other labor organization and or works council and, to the knowledge of the Company, (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees employees, consultants or workers of the Company or any Company Subsidiary, and there are currently no activities related to the establishment of a works council representing employees, consultants or workers of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees employees, consultants or workers of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding Proceeding been instituted by any employee employee, consultant or worker of the Company or any Company Subsidiary or group of employees employees, consultants or workers of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the knowledge of the Company, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute or other industrial action with respect to or involving any employees current or former employees, directors, consultants, workers or applicants for employment of the Company or any Company Subsidiary, and there has been no such action or event in the past three years or (3ii) years. (d) Except asarbitration, individually or in material grievance against the aggregateCompany or any Company Subsidiary involving current or former employees, has not resulted in and would not reasonably be expected to result in material liability to directors, consultants, workers, applicants for employment or representatives of employees, directors, consultants, workers or applicants for employment of the Company or any Company Subsidiary, and there has been no such action or event in the past three years. (d) The Company and the Company Subsidiaries are are, and have been for the past three years, in compliance in all material respects with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, including, but not limited to, classification of employees, consultants, workers and independent contractors and classification of employees, consultants and workers for overtime eligibility, non-discrimination in employment, data protection, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar Taxes and (ii) obligations of the Company or any of the Company Subsidiaries under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations There is no material charge, complaint or investigation, pending or, to the knowledge of the Company, threatened before any Governmental Entity alleging unlawful discrimination in employment practices, unfair labor practices, wage and warranties in this Section 3.16 are the exclusive representations and warranties hour violations, safety or health violations or any other unlawful employment practices by the Company or any of the Company Subsidiaries. (f) No employee of the Company or any of the Company Subsidiaries has experienced an “employment loss,” as defined by the federal Worker Adjustment and each Company Subsidiary relating Retraining Notification Act or any similar applicable state, local or foreign Law, requiring notice to labor mattersemployees in the event of a closing or layoff, within the past 90 days.

Employees; Labor Matters. (a) Neither the Company Parent nor any Company Parent Subsidiary is is, or since January 1, 2017 has been, party to, bound by, or is currently in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or labor organizationworks council. (b) As None of the date employees, consultants or workers of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company Parent or any Company Subsidiary, none of the employees of the Company or any Company Parent Subsidiary is are represented by a labor union or union, other labor organization and or works council and, to the knowledge of Parent, (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees employees, consultants or workers of the Company Parent or any Company Parent Subsidiary, and there are currently no activities related to the establishment of a works council representing employees, consultants or workers of Parent or any Parent Subsidiary, (ii) no written demand for recognition of any employees employees, consultants or workers of the Company Parent or any Company Parent Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding Proceeding been instituted by any employee employee, consultant or worker of the Company Parent or any Company Parent Subsidiary or group of employees employees, consultants or workers of the Company Parent or any Company Parent Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except asExcept as has not had and would not reasonably be expected to have, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Parent Material Adverse Effect, there is no pending or or, to the knowledge of Parent, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute or other industrial action with respect to or involving any employees current or former employees, directors, consultants, workers or applicants for employment of the Company Parent or any Company Parent Subsidiary, and there has been no such action or event in the past three five years or (3ii) yearsarbitration or material grievance against Parent or any Parent Subsidiary involving current or former employees, directors, consultants, workers, applicants for employment or representatives of employees, directors, consultants, workers or applicants for employment of Parent or any Parent Subsidiary. (d) Except asas has not had and would not reasonably be expected to have, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Parent Material Adverse Effect, the Company Parent and the Company Parent Subsidiaries are in compliance with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, including, but not limited to, classification of employees, consultants, workers and independent contractors and classification of employees, consultants and workers for overtime eligibility, non-discrimination in employment, data protection, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar Taxes and (ii) obligations of the Company Parent or any of the Company Parent Subsidiaries under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations Except as has not had and warranties would not reasonably be expected to have, individually or in this Section 3.16 are the exclusive representations aggregate, a Parent Material Adverse Effect, there is no charge, complaint or investigation, pending or, to the knowledge of Parent, threatened before any Governmental Entity alleging unlawful discrimination in employment practices, unfair labor practices, wage and warranties hour violations, safety or health violations or any other unlawful employment practices by Parent or any of the Company and each Company Subsidiary relating to labor mattersParent Subsidiaries.

Employees; Labor Matters. (a) No employee or former employee of the Company or any of its subsidiaries is owed any wages, benefits or other compensation for past services (other than wages, benefits and compensation accrued in the ordinary course of business during the current pay period and accrued vacation). (b) There are no labor disputes, including, without limitation, charges of unfair labor practices within the meaning of the National Labor Relations Act, pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries by any of its employees. Neither the Company nor any of its subsidiaries, within the past five years, has or is knowingly engaged in any unfair labor practices within the meaning of the National Labor Relations Act, except where such actions would not have a Company Subsidiary Material Adverse Effect. Neither the Company nor any of its subsidiaries is presently a party to, or is bound by, or in the process of negotiating, a any collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding union contract with respect to any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to persons employed by the Company or any Company Subsidiaryof its subsidiaries, none of the employees of and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is of its subsidiaries. To the knowledge of the Company, no organizational effort currently organizing activities are presently being made or are threatened by or on behalf of any labor union or labor organization with respect to organize any employees of the Company or any of its subsidiaries. The Company Subsidiaryhas no knowledge of any strikes, (ii) no written demand for recognition of slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of the Company or any Company Subsidiary has of its subsidiaries, and there have been made by no such strikes, slowdowns, work stoppages or on behalf of any labor union or labor organization in lockouts within the past three (3) years years. Each of the Company and (iii) no petition its subsidiaries is in compliance with all applicable Laws relating to employment and employment practices, workers' compensation, terms and conditions of employment, worker safety, wages and hours and the Worker Adjustment and Retraining Notification Act, except where such non-compliance would not have a Company Material Adverse Effect. There has been filedno harassment, nor has discrimination, retaliatory act or similar claim against any proceeding been instituted by any officer, director or employee of the Company or any Company Subsidiary or group of employees of the Company or its subsidiaries at any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in time during the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and where any such action would not reasonably be expected to result in material liability to the have a Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) yearsMaterial Adverse Effect. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company nor No employee or former employee of TCM or any Company Subsidiary of its subsidiaries is party toowed any wages, bound bybenefits or other compensation for past services (other than wages, or benefits and compensation accrued in the process ordinary course of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organizationbusiness during the current pay period and accrued vacation). (b) As There are no labor disputes, including, without limitation, charges of unfair labor practices within the meaning of the date National Labor Relations Act, pending or, to the knowledge of this AgreementTCM, threatened against TCM or any of its subsidiaries by any of its employees. Neither TCM nor any of its subsidiaries, within the past five years, has or is knowingly engaged in any unfair labor practices within the meaning of the National Labor Relations Act, except as, individually or in the aggregate, has not resulted in and where such actions would not reasonably be expected have a TCM Material Adverse Effect. Neither TCM nor any of its subsidiaries is presently a party to, or is bound by, any collective bargaining agreement or union contract with respect to result in material liability to the Company any persons employed by TCM or any Company Subsidiaryof its subsidiaries, none of the employees of the Company and no collective bargaining agreement is being negotiated by TCM or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is of its subsidiaries. To the knowledge of TCM, no organizational effort currently organizing activities are presently being made or are threatened by or on behalf of any labor union or labor organization with respect to organize any employees of the Company TCM or any Company Subsidiaryof its subsidiaries. TCM has no knowledge of any strikes, (ii) no written demand for recognition of slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of the Company TCM or any Company Subsidiary has of its subsidiaries, and there have been made by no such strikes, slowdowns, work stoppages or on behalf of any labor union or labor organization in lockouts within the past three (3) years years. Each of TCM and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there its subsidiaries is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations applicable Laws relating to employment and employment practices, workers' compensation, terms and conditions of employment, worker safety, wages and hours and the Company Worker Adjustment and Retraining Notification Act, except where such non-compliance would not have a TCM Material Adverse Effect. There has been no harassment, discrimination, retaliatory act or similar claim against any officer, director or employee of TCM or any of its subsidiaries at any time during the Company Subsidiaries under past three years, except where any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingsuch action would not have a TCM Material Adverse Effect. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither None of the Company nor or any Company Subsidiary of its Subsidiaries is a party to, bound by, or in the process of negotiating, a to any collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with other labor union contract applicable to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, there are not any activities or proceedings of any labor union or labor organizationto organize any such employees. (bi) As of the date of this Agreement, except as, individually There is no unfair labor practice charge or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability complaint pending before any applicable governmental entity relating to the Company or any of its Subsidiaries or any employee thereof; (ii) there is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened in writing against or affecting the Company Subsidiaryor any of its Subsidiaries, and none of the Company or any of its Subsidiaries has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees; (iii) there is no representation claim or petition pending before any applicable governmental entity, and to the Knowledge of the Company, no question concerning representation exists relating to the employees of the Company or any of its Subsidiaries; (iv) there are no charges with respect to or relating to the Company Subsidiary is represented by a labor union or other labor organization any of its Subsidiaries pending before any applicable governmental entity responsible for the prevention of unlawful employment practices; and (iv) there is no organizational effort currently being made or threatened by or on behalf as of any labor union or labor organization to organize any employees the date hereof none of the Company or any Company Subsidiaryof its Subsidiaries has received written notice from any governmental entity responsible for the enforcement of labor or employment Laws of an intention to conduct, (ii) and to the Knowledge of the Company, no written demand for recognition of any employees such governmental agency intends to conduct, an investigation of the Company or any of its Subsidiaries and no such investigation is in progress. (b) Each of the Company Subsidiary and its Subsidiaries has been made in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes. Each of the Company and its Subsidiaries has met in all material respects all requirements required by Law or on behalf regulation relating to the employment of foreign citizens, including all requirements of I-9, and to the Knowledge of the Company, none of the Company or any labor union of its Subsidiaries currently employs, or labor organization has ever employed, any Person who was not permitted to work in the past three (3) years jurisdiction in which such Person was employed. Each of the Company and (iii) no petition its Subsidiaries has been filed, nor has complied in all material respects with all Laws that could require overtime to be paid to any proceeding been instituted by any current or former employee of the Company or any Company Subsidiary of its Subsidiaries, and no employee has ever brought or, to the Knowledge of the Company, threatened in writing to bring a claim for unpaid compensation or group of employees employee benefits, including overtime amounts. Each of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiaryits Subsidiaries is, and there has been no such action or event in the past three (3) years. (d) Except asbeen, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations the Worker Adjustment Retraining Notification Act of the Company or any of the Company Subsidiaries under any employment agreement1988, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. as amended (e“WARN Act“) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matterssimilar state or local Law.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (bi) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Buyer Material Adverse Effect, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union union, works council or labor other employee organization to organize any employees of the Company Buyer or any Company Buyer Subsidiary, (ii) there is no pending written demand for recognition of any employees of the Company Buyer or any Company Buyer Subsidiary has been made by or on behalf of any labor union union, works council or labor organization in the past three (3) years other employee organization, and (iii) there is no pending petition has been filed, nor has any or proceeding been instituted by or on behalf of any employee of the Company or any Company Subsidiary or group of employees of the Company Buyer or any Company Buyer Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsrepresentative. (cii) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Buyer Material Adverse Effect, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company Buyer or any Company Buyer Subsidiary, and there has been no such action or event in the past three (3) years. (diii) Except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Buyer Material Adverse Effect, the Company Buyer and the Company Buyer Subsidiaries are in compliance with all obligations of the Company Buyer or any of the Company Buyer Subsidiaries under any collective bargaining agreement, employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (eiv) The representations As of date hereof, (i) Buyer and warranties the Buyer Subsidiaries have consulted with or informed, as applicable, each labor union, trade union, labor organization, works council or employee representative body with respect to which Buyer or any Buyer Subsidiary was subject to any material requirement or local custom to inform or consult in connection with the transactions contemplated by this Section 3.16 are Agreement, (ii) Buyer is not subject to any requirement or local custom to provide employee representation on its board of directors or similar governing body and (iii) Buyer is not in noncompliance with any material requirement to inform or consult with any labor union, trade union, labor organization, works council or employee representative body with respect to the exclusive representations and warranties transactions contemplated by the Company and each Company Subsidiary relating to labor mattersthis Agreement.

Employees; Labor Matters. (a) Neither The Company has made available to Parent a true and complete list (in all material respects and on a no-names basis if so required by applicable Laws) of all Employees employed as of June 28, 2022 by: (i) primary work location (province or state, and country); (ii) date of hire; (iii) job title; (iv) status as full-time or part-time; (v) status as exempt or non-exempt under applicable wage and hour Laws; (vi) whether paid on an hourly, salary or other basis; (vii) the Company nor any Company Subsidiary amount of their hourly, base or other pay; and (viii) if the Employee is party to, bound by, or in the process a member of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organizationworks council and, if so, which one (the “Employee Census”). (b) Section 3.21(b) of the Company Disclosure Letter sets forth a list of each collective bargaining agreement, works council agreement and other similar arrangement with a labor union, works council or labor organization to which the Company or any of its Subsidiaries is a party or is otherwise bound (the “CBAs”). There are no Proceedings or, to the Knowledge of the Company, other activities of any labor union to organize any Employees. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, from January 1, 2019 to the date of this Agreement, there has not occurred or, to the Knowledge of the Company, been threatened, and neither the Company nor any of its Subsidiaries has been materially affected by, any strike, slowdown, work stoppage, picketing, lockout, concerted refusal to work overtime or other similar concerted labor activity or union-organizing campaign with respect to any former or current employees, independent contractors, consultants or other agents of the Company or any of its Subsidiaries. (d) There are no claims, disputes, arbitrations, administrative charges, complaints (whether individual or collective) or other Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries involving any former or current employee, director, independent contractor, consultant or other agent of the Company or any of its Subsidiaries, or otherwise relating to any labor or employment matters of the Company or its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its Subsidiaries taken as a whole. As of the date of this Agreement, except asthere is no representation or certification proceeding or petition pending or, individually to the Knowledge of the Company, threatened with respect to any Employee of the Company or any of its Subsidiaries. (e) Each of the Company and its Subsidiaries is in material compliance with all applicable Laws respecting employment and employment practices, including the aggregateImmigration Reform and Control Act and similar Laws of any jurisdiction, has not resulted the Worker Adjustment and Retraining Notification Act and similar Laws of any jurisdiction (“WARN”), any Laws respecting employment of labor, wages, hours, overtime, paid leave, wage and hour standards, labor relations, collective bargaining, background checks, employment discrimination, harassment, retaliation, whistleblowing, civil rights, disability rights or benefits, safety and health, workers’ compensation, pay equity, equal opportunity, affirmative action, classification and use of employees, independent contractors, consultants and other agents, immigration and work authorization, reduction in force, mass layoffs, collective dismissals, facility closings, plant closures, the collection and payment of withholding or social security Taxes, severance or other termination-related payments, occupational safety and health requirements, leaves of absence, and unemployment insurance. (f) Except as would not reasonably be expected to result in a material liability to the Company or any Company Subsidiary, none each of the employees Company and its Subsidiaries is, and since January 1, 2019 has been, in material compliance with all applicable Laws relating to classification of individuals providing services for the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company its Subsidiaries as an independent contractor, consultant, temporary employee, leased employee, volunteer or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company other servant or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any agent compensated other than through reportable wages as an employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsSubsidiary. (cg) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and Except as would not reasonably be expected to result in a material liability to the Company or any Company Subsidiary, there is no pending or threatened strikesince January 1, lockout2019, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of neither the Company nor any of its Subsidiaries has had any “plant closings” or any Company Subsidiary“mass layoffs” (in each case, as defined in WARN) or other terminations for which notices were not timely and there has been no such action or event properly provided in accordance with WARN. In the past three six (36) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability month period immediately prior to the Company or any Company Subsidiarydate hereof, the Company and its Subsidiaries have not carried out any layoffs, furloughs or hours or pay reductions that would, if continued, constitute an “employment loss” (as defined in WARN) and that would, together with any “employment loss” (as defined in WARN) in the Company Subsidiaries past ninety (90) days, constitute a “mass layoff” or “plant closing” (as such terms are defined in compliance with all obligations of the Company or any of the Company Subsidiaries WARN and that would require notice under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingWARN). (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither Section 3.11(a) of the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a Disclosure Schedule identifies each collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding other Contract with any labor union or labor organizationorganization to which a member of the Alkali Group is a party or otherwise bound (collectively, the “Union Agreements”). Except for such matters that have not been or would not reasonably be expected to be, individually or in the aggregate, as of the date hereof, material to the Alkali Group, taken as a whole: since April 1, 2015 (i) there have been no strikes or lockouts in effect or, to the Knowledge of the Company, threatened, with respect to any employees of the Alkali Group or against any member of the Alkali Group, (ii) there have been no demands for recognition, representation proceedings, petitions seeking representation, or union organizing or decertification activity pending or, to the Knowledge of the Company, threatened involving any employees of the Alkali Group, (iii) there has been no unfair labor practice charges, material grievances, labor disputes, complaints, or labor arbitration proceedings pending or, to the Knowledge of the Company, threatened, with respect to employees of the Alkali Group or against any member of the Alkali Group, and (iv) there has been no slowdown, or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to any employees of the Alkali Group. The Company and its Subsidiaries are, and since April 1, 2015 have remained, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including (A) hiring, termination, terms and conditions of employment, wages and hours, equal opportunity, classification of employees and contractors, including as exempt and non-exempt, and as employees and independent contractors, background checks, and legal authorization to work in the United States, (B) unfair labor practices and (C) collective bargaining. Since April 1, 2015, no member of the Alkali Group has implemented any plant closing, mass layoff, or employee layoff, that was not in compliance with, the Worker Adjustment and Retraining Notification Act of 1998, as amended, or any similar applicable state, local or foreign Law (collectively, “WARN”). To the Knowledge of the Company, no employee of the Alkali Group is subject to any secrecy or noncompetition agreement or any other agreement that would materially impede the ability of such employee to carry out the activities of such employee in furtherance of the Business. With respect to the transactions contemplated by this Agreement, any notice to employees of the Alkali Group or their bargaining representatives required by Law, collective bargaining agreement, or other Contract has been or prior to the Closing Date will be given, and all bargaining, consent or similar obligations with any such employee representative have been or prior to the Closing Date will be satisfied. (b) As Section 3.11(b) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the all employees of the Company Alkali Group, including their respective titles, current base salary or wage rate, current target bonus, start date, work location, employer, severance entitlement, overtime exempt or nonexempt status, whether or not any Company Subsidiary such employee is represented on leave of absence, and, if applicable, whether or not such employee is covered by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company SubsidiaryUnion Agreement and, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filedif so, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearswhich one. (c) As To the Knowledge of the Company, no executive or key employee of the Alkali Group has submitted his or her resignation or intends to resign within the first twelve (12) months following the Closing, as of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party toExcept for matters that, bound by, or individually and in the process of negotiatingaggregate, have not had and would not reasonably be expected to have a collective bargaining agreementNalco Material Adverse Effect, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (bi) As as of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or or, to the knowledge of Nalco, threatened by or on behalf of any labor union union, works council, employee committee or representative or other labor organization to organize any employees of the Company Nalco or any Company Subsidiary, Nalco Subsidiary and (ii) no written demand for recognition of any employees as of the Company or any Company Subsidiary has been made by or on behalf date of any labor union or labor organization in this Agreement, to the past three (3) years and (iii) knowledge of Nalco, no petition has been filed, nor has any proceeding Proceeding been instituted by any employee of the Company Nalco or any Company Nalco Subsidiary or group of employees of the Company Nalco or any Company Nalco Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining or similar representative in the past three (3) years. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Nalco Material Adverse Effect, to the knowledge of Nalco, there is no labor union, works council, employee committee or representative or other labor organization representing employees of Nalco or any Nalco Subsidiary which, pursuant to applicable Law or any applicable agreement, must be notified, consulted or with which negotiations are required to be conducted in connection with the transactions contemplated by this Agreement. (cb) As Except for matters that, individually and in the aggregate, have not had and would not reasonably be expected to have a Nalco Material Adverse Effect, as of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or or, to the knowledge of Nalco, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company Nalco or any Company Subsidiary, Nalco Subsidiary and there has been no such action (ii) arbitration or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company grievance against Nalco or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations Nalco Subsidiary involving current or former employees of the Company Nalco or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingNalco Subsidiary. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither Section 3.14(a) of the Company nor Disclosure Letter contains a list of the name of each full-time employee as of November 30, 2013 (including active employees and employees on maternity, military, short-term disability, long-term disability, holiday, jury duty, bereavement or other leave), together with such employee’s position or function, annual base salary or wages and any Company Subsidiary is party to, bound by, incentive or bonus arrangement with respect to such employee in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organizationeffect on such date. (b) As None of the date Company or any of this Agreementits Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to current or former employees of the Company or any of its Subsidiaries and, except asto the Knowledge of the Company, individually there are not any activities or in the aggregate, has not resulted in and would not reasonably be expected proceedings of any labor union to result in material liability organize any such employees. (i) There is no unfair labor practice charge or complaint pending before any applicable governmental entity relating to the Company or any of its Subsidiaries or any employee thereof; (ii) there is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company Subsidiaryor any of its Subsidiaries, and none of the Company or any of its Subsidiaries has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees; (iii) there is no representation claim or petition pending before any applicable governmental entity, and to the Knowledge of the Company, no question concerning representation exists relating to the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and of its Subsidiaries; (iiv) there is are no organizational effort currently being made charges with respect to or threatened by relating to the Company or on behalf any of its Subsidiaries pending before any labor union or labor organization to organize any employees applicable governmental entity responsible for the prevention of unlawful employment practices; and (v) none of the Company or any Company Subsidiaryof its Subsidiaries has received written notice from any governmental entity responsible for the enforcement of labor or employment Laws of an intention to conduct, (ii) and to the Knowledge of the Company, no written demand for recognition of any employees such governmental agency intends to conduct, an investigation of the Company or any of its Subsidiaries and no such investigation is in progress. (c) Each of the Company Subsidiary and its Subsidiaries has been made in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes. Each of the Company and its Subsidiaries has met in all material respects all requirements required by Law or on behalf regulation relating to the employment of foreign citizens, including all requirements of I-9, and to the Knowledge of the Company, none of the Company or any labor union of its Subsidiaries currently employs, or labor organization has ever employed, any Person who was not permitted to work in the past three (3) years jurisdiction in which such Person was employed. Each of the Company and (iii) no petition its Subsidiaries has been filed, nor has complied in all material respects with all Laws that could require overtime to be paid to any proceeding been instituted by any current or former employee of the Company or any Company Subsidiary of its Subsidiaries, and no employee has ever brought or, to the Knowledge of the Company, threatened in writing to bring a claim for unpaid compensation or group of employees employee benefits, including overtime amounts. Each of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiaryits Subsidiaries is, and there has been no such action or event in the past three (3) years. (d) Except asbeen, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations the Worker Adjustment Retraining Notification Act of the Company or any of the Company Subsidiaries under any employment agreement1988, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. as amended (e“WARN Act”) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matterssimilar state or local Law.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Kappa, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union union, works council or labor other employee organization to organize any employees of the Company Kappa or any Company Kappa Subsidiary, (ii) there is no pending written demand for recognition of any employees of the Company Kappa or any Company Kappa Subsidiary has been made by or on behalf of any labor union union, works council or labor organization in the past three (3) years other employee organization, and (iii) there is no pending petition has been filed, nor has any or proceeding been instituted by or on behalf of any employee of the Company or any Company Subsidiary or group of employees of the Company Kappa or any Company Kappa Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsrepresentative. (cb) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Kappa, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company Kappa or any Company Kappa Subsidiary, and there has been no such action or event in the past three (3) years. (dc) Except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Kappa, the Company Kappa and the Company Kappa Subsidiaries are in compliance with all obligations of the Company Kappa or any of the Company Kappa Subsidiaries under any collective bargaining agreement, employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (ed) The representations As of date hereof, (i) Kappa and warranties the Kappa Subsidiaries have consulted with or informed, as applicable, each labor union, trade union, labor organization, works council or employee representative body with respect to which Kappa or any of its Subsidiaries was subject to any material requirement or local custom to inform or consult in connection with the transactions contemplated by this Section 3.16 are Agreement, (ii) Kappa is not subject to any requirement or local custom to provide employee representation on its board of directors or similar governing body and (iii) Kappa is not in noncompliance with any material requirement to inform or consult with any labor union, trade union, labor organization, works council or employee representative body with respect to the exclusive representations and warranties transactions contemplated by the Company and each Company Subsidiary relating to labor mattersthis Agreement.

Employees; Labor Matters. (a) Neither With respect to the Company Continuing Employees, or any directors of, or consultants to, the Trayport Business, the FENICS Business or any T&F Subsidiary (collectively, the “T&F Persons”), neither GFI nor any Company Subsidiary of GFI is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or works council, nor to the Knowledge of GFI, has GFI or any Subsidiary of GFI communicated or represented, whether to any T&F Persons or any labor organizationunion, labor organization or works council, that it will recognize any labor union, labor organization or works council. (b) As None of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary T&F Persons is represented by a labor union or union, other labor organization and or works council and, (i) to the Knowledge of GFI, there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees T&F Persons, and there are currently no activities related to the establishment of the Company or any Company Subsidiarya works council representing T&F Persons, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary T&F Persons has been made to GFI or any Subsidiary of GFI by or on behalf of any labor union or labor organization in the past three (3) two years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary T&F Persons or group of employees of the Company or any Company Subsidiary T&F Persons with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) two years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the Knowledge of GFI, threatened (i) material strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute or other industrial action with respect to or involving any employees of the Company current or any Company Subsidiaryformer T&F Persons, and there has been no such action or event in the past three years or (3ii) yearsmaterial arbitration, or material grievance against GFI or any Subsidiary of GFI involving current or former T&F Persons or any of their representatives. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability With respect to the Company or any Company SubsidiaryT&F Persons, the Company GFI and the Company Subsidiaries of GFI are in compliance in all material respects with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, and plant closings and layoffs, including classification of employees, consultants and independent contractors and classification of employees and consultants for overtime eligibility, non-discrimination in employment, data protection, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company GFI or any of the Company Subsidiaries of GFI under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingarrangement. (e) The representations To the Knowledge of GFI, no Continuing Employee is in violation of any non-compete, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with GFI or any Subsidiary of GFI that would result in any material liability or obligation against GFI or any T&F Subsidiary. (f) Prior to the date of this Agreement, GFI and warranties the Subsidiaries of GFI, as applicable, have satisfied any material legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, works council or other organization representing T&F Persons, in connection with the Transactions, including the Pre-Closing Reorganization. (g) Section 3.17(g) of the GFI Disclosure Letter contains a true and complete list as of the date hereof, which list shall be updated within a reasonable time prior to the Closing Date with any additions or deletions in accordance with Section 5.1 of the GFI Merger Agreement, of the names and dates of commencement of employment or engagement of all T&F Persons who are either entitled to remuneration or fees in excess of $100,000 per annum or are employed or retained pursuant to an agreement or arrangement which cannot be terminated on less than three months’ notice, and the annual base salary rate, guaranteed or target bonus amount and commission rate payable to all such persons. (h) As of the date of this Agreement, neither GFI nor any Subsidiary of GFI has received any written notice of resignation from any T&F Person earning in excess of $100,000 per annum that has not expired. Section 3.16 3.17(h) of the GFI Disclosure Letter shall be updated prior to the Closing Date to reflect any such notices received between the date of this Agreement and the Closing Date. (i) Other than as set forth in Section 6.6(e) of the GFI Merger Agreement, to the Knowledge of GFI, with respect to the T&F Persons, neither GFI nor any Subsidiary of GFI is involved in negotiations (whether with T&F Persons or any trade union or other representatives thereof) to vary materially the terms and conditions of employment or engagement of any T&F Person, nor, to the Knowledge of GFI, are there any outstanding agreements, promises or offers made by GFI or any Subsidiary of GFI to any T&F Person or to any trade union or other representatives thereof concerning or affecting the exclusive representations terms and warranties by conditions of employment or engagement of any T&F Person, and neither GFI nor any Subsidiary of GFI is under any contractual or other obligation to change the Company and each Company terms of service of any T&F Person. (j) With respect to any T&F Persons earning in excess of $100,000 per annum, neither GFI nor any Subsidiary relating of GFI has given notice of any termination of employment in any other jurisdiction, nor started consultations with any employee, worker, director, consultant or representative thereof regarding transfer of employment within the 12 months preceding the date of this Agreement in relation thereto. (k) There are no T&F Persons providing services to labor mattersthe IDB Business earning in excess of $100,000 per annum that provide services pursuant to a secondment, employee lease or employee lending arrangement, whether via another Subsidiary of GFI or Affiliate or a third party.

Employees; Labor Matters. (a) Neither the Company GFI nor any Company GFI Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or works council, nor to the Knowledge of GFI, has GFI or any GFI Subsidiary communicated or represented, whether to any employee or director of, or consultant to, GFI or any GFI Subsidiary or any labor organizationunion, labor organization or works council, that it will recognize any labor union, labor organization or works council. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary is represented by a labor union or union, other labor organization and or works council and, (i) to the Knowledge of GFI, there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary, and there are currently no activities related to the establishment of a works council representing employees or directors of, or consultants to, GFI or any GFI Subsidiary, (ii) no written demand for recognition of any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) two years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or director of, or consultant to, GFI or any Company GFI Subsidiary or group of employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) two years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the Knowledge of GFI, threatened (i) material strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute or other industrial action with respect to or involving any employees of the Company current or former employee or director of, or consultant to, GFI or any Company GFI Subsidiary, and there has been no such action or event in the past three years or (3ii) yearsmaterial arbitration, or material grievance against GFI or any GFI Subsidiary involving current or former employees, directors, consultants or any of their representatives. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company GFI and the Company GFI Subsidiaries are in compliance in all material respects with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, and plant closings and layoffs, including classification of employees, consultants and independent contractors and classification of employees and consultants for overtime eligibility, non-discrimination in employment, data protection, workers' compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company GFI or any of the Company GFI Subsidiaries under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingarrangement. (e) The representations To the Knowledge of GFI, no employee of GFI or any GFI Subsidiary is in violation of any non-compete, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with GFI or any GFI Subsidiary that would result in any material liability or obligation against GFI or any GFI Subsidiary. (f) Prior to the date of this Agreement, GFI and warranties the GFI Subsidiaries, as applicable, have satisfied any material legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, works council or other organization representing employees or directors of, or consultants to, GFI or a GFI Subsidiary, in connection with the Transactions, including the Pre-Closing Reorganization. (g) Section 3.17(g) of the GFI Disclosure Letter contains a true and complete list as of the date hereof, which list shall be updated within a reasonable time prior to the Closing Date with any additions or deletions in accordance with Section 5.1, of the names and dates of commencement of employment or engagement of all employees and directors of, and consultants to, the Trayport Business, the FENICS Business or a CME Retained Subsidiary who are either entitled to remuneration or fees in excess of $100,000 per annum or are employed or retained pursuant to an agreement or arrangement which cannot be terminated on less than three months' notice, and the annual base salary rate, guaranteed or target bonus amount and commission rate payable to all such persons. (h) As of the date of this Section 3.16 are Agreement, neither GFI nor any GFI Subsidiary has received any written notice of resignation from any employee or director of, or consultant to, the exclusive representations and warranties by Trayport Business, the Company and each Company FENICS Business or a CME Retained Subsidiary relating to labor mattersearning in excess of $100,000 per annum that has not expired.

Employees; Labor Matters. (ai) Neither the Company Dish nor any Company Dish Subsidiary is a party to, or bound by, or in the process of negotiating, a any collective bargaining agreement, contract or other agreement with a labor union, labor organization or works council that is material to the business of Dish and the Dish Subsidiaries, taken as a whole, as currently conducted; (ii) since January 1, 2009, no labor union, labor organization, works council or group of employees of Dish or any Dish Subsidiary has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or threatened in writing to be filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iii) since January 1, 2009, there has not been any unfair labor practice charge or complaint pending against Dish or any Dish Subsidiary; (iv) since January 1, 2009, no action, complaint, charge, inquiry, proceeding or investigation by or on behalf of any employee, prospective employee, former employee, labor organization or other representative of employees of Dish or any Dish Subsidiary has been pending or, to the Knowledge of Dish, threatened; (v) since January 1, 2009, there has not occurred or, to the Knowledge of Dish, been threatened any strike, lockout, work rules stoppage or slowdown involving any employees of Dish or any Dish Subsidiary; and (vi) Dish and the Dish Subsidiaries are in compliance with all applicable collective bargaining agreements, collective labor agreements, social plans, industry agreements, contracts or other agreements with a labor union, labor organization or works council and all applicable laws, agreements, contracts, policies, plans, and programs relating to employment, employment practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As compensation, benefits, hours, terms and conditions of employment, and the date termination of this Agreementemployment, except asin each case as would not, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by have a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsDish Material Adverse Effect. (cb) As Since January 1, 2009, neither Dish nor any Dish Subsidiary has engaged in any act in violation of the date of this Agreement, except as, individually or in the aggregate, has not resulted in Worker Adjustment and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement Retraining Notification Act or any similar employment state, local or labor-related agreement foreign Law (the “WARN Act”), or understandingin any act that requires notice or any other action on the part of Dish or any Dish Subsidiary under the WARN Act. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to a Material Adverse Effect on the Company or any Company SubsidiaryCompany, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to a Material Adverse Effect on the Company or any Company SubsidiaryCompany, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to a Material Adverse Effect on the Company or any Company SubsidiaryCompany, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company, there is no arbitration, administrative hearing, formal claim of unfair labor practice, other union- or labor-related action or other formal claim, workers’ compensation formal claim, formal claim or investigation of wrongful discharge, formal claim or investigation of employment discrimination or retaliation, or claim or investigation of sexual harassment, against the Company or any Company Subsidiary. (f) The Company and the Company Subsidiaries are in compliance with all Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes, except where any failure to comply would not reasonably be expected to result in a Material Adverse Effect on the Company. (g) During the preceding two years, (i) neither the Company nor any Company Subsidiary has effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any of Company Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither the Company nor any Company Subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. (h) Each Person employed by the Company or any of the Subsidiaries was or is properly classified as exempt or non-exempt in accordance with applicable overtime Laws, and no Person treated as an independent contractor or consultant by the Company or any Company Subsidiary should have been properly classified as an employee under applicable Law, except to the extent that any such misclassification would not reasonably result in a material liability to the Company or any of the Subsidiaries. (i) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither With respect to the Company Continuing Employees, or any directors of, or consultants to, the Trayport Business, the FENICS Business or any T&F Subsidiary (collectively, the "T&F Persons"), neither GFI nor any Company Subsidiary of GFI is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or works council, nor to the Knowledge of GFI, has GFI or any Subsidiary of GFI communicated or represented, whether to any T&F Persons or any labor organizationunion, labor organization or works council, that it will recognize any labor union, labor organization or works council. (b) As None of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary T&F Persons is represented by a labor union or union, other labor organization and or works council and, (i) to the Knowledge of GFI, there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees T&F Persons, and there are currently no activities related to the establishment of the Company or any Company Subsidiarya works council representing T&F Persons, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary T&F Persons has been made to GFI or any Subsidiary of GFI by or on behalf of any labor union or labor organization in the past three (3) two years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary T&F Persons or group of employees of the Company or any Company Subsidiary T&F Persons with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) two years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the Knowledge of GFI, threatened (i) material strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute or other industrial action with respect to or involving any employees of the Company current or any Company Subsidiaryformer T&F Persons, and there has been no such action or event in the past three years or (3ii) yearsmaterial arbitration, or material grievance against GFI or any Subsidiary of GFI involving current or former T&F Persons or any of their representatives. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability With respect to the Company or any Company SubsidiaryT&F Persons, the Company GFI and the Company Subsidiaries of GFI are in compliance in all material respects with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, and plant closings and layoffs, including classification of employees, consultants and independent contractors and classification of employees and consultants for overtime eligibility, non-discrimination in employment, data protection, workers' compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company GFI or any of the Company Subsidiaries of GFI under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingarrangement. (e) The representations To the Knowledge of GFI, no Continuing Employee is in violation of any non-compete, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with GFI or any Subsidiary of GFI that would result in any material liability or obligation against GFI or any T&F Subsidiary. (f) Prior to the date of this Agreement, GFI and warranties the Subsidiaries of GFI, as applicable, have satisfied any material legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, works council or other organization representing T&F Persons, in connection with the Transactions, including the Pre-Closing Reorganization. (g) Section 3.17(g) of the GFI Disclosure Letter contains a true and complete list as of the date hereof, which list shall be updated within a reasonable time prior to the Closing Date with any additions or deletions in accordance with Section 5.1 of the GFI Merger Agreement, of the names and dates of commencement of employment or engagement of all T&F Persons who are either entitled to remuneration or fees in excess of $100,000 per annum or are employed or retained pursuant to an agreement or arrangement which cannot be terminated on less than three months' notice, and the annual base salary rate, guaranteed or target bonus amount and commission rate payable to all such persons. (h) As of the date of this Agreement, neither GFI nor any Subsidiary of GFI has received any written notice of resignation from any T&F Person earning in excess of $100,000 per annum that has not expired. Section 3.16 3.17(h) of the GFI Disclosure Letter shall be updated prior to the Closing Date to reflect any such notices received between the date of this Agreement and the Closing Date. (i) Other than as set forth in Section 6.6(e) of the GFI Merger Agreement, to the Knowledge of GFI, with respect to the T&F Persons, neither GFI nor any Subsidiary of GFI is involved in negotiations (whether with T&F Persons or any trade union or other representatives thereof) to vary materially the terms and conditions of employment or engagement of any T&F Person, nor, to the Knowledge of GFI, are there any outstanding agreements, promises or offers made by GFI or any Subsidiary of GFI to any T&F Person or to any trade union or other representatives thereof concerning or affecting the exclusive representations terms and warranties by conditions of employment or engagement of any T&F Person, and neither GFI nor any Subsidiary of GFI is under any contractual or other obligation to change the Company and each Company terms of service of any T&F Person. (j) With respect to any T&F Persons earning in excess of $100,000 per annum, neither GFI nor any Subsidiary relating of GFI has given notice of any termination of employment in any other jurisdiction, nor started consultations with any employee, worker, director, consultant or representative thereof regarding transfer of employment within the 12 months preceding the date of this Agreement in relation thereto. (k) There are no T&F Persons providing services to labor matters.the IDB Business earning in excess of $100,000 per annum that provide services pursuant to a secondment, employee lease or employee lending arrangement, whether via another Subsidiary of GFI or Affiliate or a third party. Section 3.18

Employees; Labor Matters. (a) Neither the Company NYMEX Holdings nor any Company NYMEX Holdings Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, agreement or similar labor-related agreement or understanding with any labor union or labor organizationunderstanding. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary is represented by a labor union or other labor organization and (i) to the knowledge of NYMEX Holdings, there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary, (ii) no written demand for recognition of any employees of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary has been made to NYMEX Holdings or any NYMEX Holdings Subsidiary by or on behalf of any labor union or labor organization in the past three (3) years and (iii) to the knowledge of NYMEX Holdings, no petition has been filed, nor has any proceeding been instituted by any employee of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary or group of employees of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the knowledge of NYMEX Holdings, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company NYMEX Holdings or any Company NYMEX Holdings Subsidiary, and there has been no such action or event in the past three five (35) yearsyears and (ii) arbitration, or material grievance against NYMEX Holdings or any NYMEX Holdings Subsidiary involving current or former employees, applicants for employment or representatives of employees of NYMEX Holdings or any NYMEX Holdings Subsidiary. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company NYMEX Holdings and the Company NYMEX Holdings Subsidiaries are in compliance with all (i) federal and state laws and requirements respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, including, but not limited to, classification of employees and independent contractors and classification of employees for overtime eligibility, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company NYMEX Holdings or any of the Company NYMEX Holdings Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding, except, in each case, where the failure to so comply has not been or would not individually or in the aggregate, reasonably be expected to be material to NYMEX Holdings and the NYMEX Holdings Subsidiaries, taken as a whole. (e) The representations There is no charge, complaint or investigation, pending or, to the knowledge of NYMEX Holdings, threatened before any Governmental Entity alleging unlawful discrimination in employment practices, unfair labor practices, wage and warranties hour violations or any other unlawful employment practices by NYMEX Holdings or any of the NYMEX Holdings Subsidiaries. (f) No executive officer or other key employee of NYMEX Holdings or any NYMEX Holdings Subsidiary is subject to any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement relating to, affecting or in this Section 3.16 are conflict with the exclusive representations present or proposed business activities of NYMEX Holdings or any NYMEX Holdings Subsidiary, except agreements between NYMEX Holdings or one of the NYMEX Holdings Subsidiaries and warranties its present and former officers or employees. No executive officer or other key employee of NYMEX Holdings or any NYMEX Holdings Subsidiary has indicated his or her intent to resign from his or her employment with NYMEX Holdings or any NYMEX Holdings Subsidiary. (g) During the preceding three (3) years, (i) neither NYMEX Holdings nor any NYMEX Holdings Subsidiary has effectuated a “plant closing” (as defined in the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with NYMEX Holdings or any NYMEX Holdings Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither NYMEX Holdings nor any NYMEX Holdings Subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. No employee of NYMEX Holdings or any of the NYMEX Holdings Subsidiaries has experienced an “employment loss,” as defined by the Company and each Company Subsidiary relating WARN Act or any similar applicable state, local or foreign law, requiring notice to labor mattersemployees in the event of a closing or layoff, within the past ninety (90) days.

Employees; Labor Matters. (a) Neither Seller has made available to Purchaser a list of all Business Employees, which is complete and accurate in all material respects as of the Company nor any Company Subsidiary is party to, bound by, or date of this Agreement. The Business Employees represent all employees of the Alkali Group and the Seller Group who are primarily engaged in the process Business as of negotiatingthe date of this Agreement. To the Knowledge of the Seller, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As as of the date of this Agreement, except asno individual set forth on Section 3.11(a) of the Seller Disclosure Schedule has any present intention to terminate his/her employment with the Business. (b) Section 3.11(b) of the Seller Disclosure Schedule identifies each collective bargaining agreement or similar Contract with any labor organization to which the Business is a party to or otherwise bound (collectively, the “Union Agreements”). Except for such matters that have not been or would not reasonably be expected be, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company Business, taken as a whole: since January 1, 2012 (A) there have been no strikes or lockouts in effect or, to the Knowledge of Seller, threatened, with respect to any Company SubsidiaryBusiness Employees, none (B) to the Knowledge of Seller, there has been no union organizing or decertification activity threatened involving the employees Business Employees, (C) there has been no unfair labor practice, labor dispute (other than routine individual non-material grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company or any Company Subsidiary is represented by a labor union Seller, threatened, with respect to Business Employees, and (D) there has been no slowdown, work stoppage or other material labor organization disputes in effect or, to the Knowledge of Seller, threatened with respect to the Business Employees, and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) with respect to the Business Employees, Seller and its Subsidiaries are, and since January 1, 2012 have remained, in compliance in all material respects with all applicable Laws respecting employment and employment practices, including (A) terms and conditions of employment and wages and hours, (B) unfair labor practices, and (C) collective bargaining. Since January 1, 2013, no written demand for recognition of any employees member of the Company Alkali Group has implemented any employee layoff that was not in compliance with the Worker Adjustment and Retraining Notification Act of 1998, as amended, or any Company Subsidiary similar applicable state, local or foreign Law (collectively, “WARN”). With respect to the transactions contemplated by this Agreement, any notice to Business Employees or their bargaining representatives required by Law or collective bargaining agreement has been made by or on behalf of any labor union prior to the Closing Date will be given, and all bargaining, consent or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary similar obligations with any labor relations board such employee representative have been or commission of any Governmental Entity seeking recognition of a collective bargaining representative in prior to the past three (3) yearsClosing Date will be satisfied. (c) As Section 3.11(c) of the Seller Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement, except asof all Business Employees, individually including their respective titles, current base salary or in the aggregatewage rate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiarycurrent target bonus, there is no pending or threatened strikestart date, lockoutdate of birth, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiarylocation, and there has been no whether or not any such action or event in the past three (3) yearsemployee is on leave of absence. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company CME Holdings nor any Company CME Holdings Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, agreement or similar labor-related agreement or understanding with any labor union or labor organizationunderstanding. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company CME Holdings or any Company CME Holdings Subsidiary is represented by a labor union or other labor organization and and, to the knowledge of CME Holdings, (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company CME Holdings or any Company CME Holdings Subsidiary, (ii) no written demand for recognition of any employees of the Company CME Holdings or any Company CME Holdings Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years years, and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company CME Holdings or any Company CME Holdings Subsidiary or group of employees of the Company CME Holdings or any Company CME Holdings Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the knowledge of CME Holdings, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company CME Holdings or any Company CME Holdings Subsidiary, and there has been no such action or event in the past three five (35) years, and (ii) arbitration, or material grievance against CME Holdings or any CME Holdings Subsidiary involving current or former employees, applicants for employment or representatives of employees of CME Holdings or any CME Holdings Subsidiary. (d) Except asCME Holdings and the CME Holdings Subsidiaries, except as would not, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries a Material Adverse Effect on CME Holdings are in compliance in all material respects with all (i) federal and state laws and requirements respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company CME Holdings or any of the Company CME Holdings Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations There is no charge or complaint pending or, to the knowledge of CME Holdings, threatened before any Governmental Entity alleging unlawful discrimination in employment practices, unfair labor practices or other unlawful employment practices by CME Holdings or any of the CME Holdings Subsidiaries. (f) To the knowledge of CME Holdings, no executive officer or other key employee of CME Holdings or any CME Holdings Subsidiary is subject to any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement relating to, affecting or in conflict with the present or proposed business activities of CME Holdings or any CME Holdings Subsidiary, except agreements between CME Holdings or one of the CME Holdings Subsidiaries and warranties its present and former officers or employees. (g) During the preceding two years, (i) neither CME Holdings nor any CME Holdings Subsidiary has effectuated a “plant closing” (as defined in this Section 3.16 are the exclusive representations WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with CME Holdings or any CME Holdings Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and warranties (iii) neither CME Holdings nor any CME Holdings Subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law, including, but not limited to, the Illinois Worker Adjustment and Retraining Notification Act. No employee of CME Holdings or any of the CME Holdings Subsidiaries has experienced an “employment loss,” as defined by the Company and each Company Subsidiary relating WARN Act or any similar applicable state, local or foreign law, requiring notice to labor mattersemployees in the event of a closing or layoff, within the past ninety days.

Employees; Labor Matters. (a) Neither Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any Company Subsidiary of its Subsidiaries is a party to, to or bound by, or in the process of negotiating, a by any material collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding other material Contract with any labor union or labor organization. organization (beach, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company SubsidiaryDisclosure Letter, (ii) since January 1, 2016, no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or union, labor organization in the past three (3) years and (iii) no petition has been filedorganization, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary of its Subsidiaries has made a demand for recognition or certification, and there are, and since January 1, 2016 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations board tribunal or commission authority with respect to any individuals employed by the Company or any of any Governmental Entity seeking recognition of a collective bargaining representative in the past three its Subsidiaries and (3iii) years. (c) As of the date of this Agreement, except asas would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred since January 1, 2016. Since January 1, 2016, there has not resulted in and occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except ashave, individually or in the aggregate, a Company Material Adverse Effect. There is, and since January 1, 2016 there has not resulted been, no unfair labor practice complaint or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in and writing against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any other Governmental Authority with respect to any present or former Employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not reasonably be expected to result have, individually or in material liability to the aggregate, a Company or any Company SubsidiaryMaterial Adverse Effect, the Company and its Subsidiaries have complied in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, immigration, and the collection and payment of withholding and/or social security Taxes. (c) Since January 1, 2016, neither the Company nor any of its Subsidiaries are has implemented any employee layoffs or plant closures that did not comply in compliance all material respects with all notice and payment obligations under the Worker Adjustment and Retraining and Notification Act of the Company or any of the Company Subsidiaries under any employment agreement1988, severance agreement29 U.S.C § 2 101, collective bargaining agreement et. seq., as amended, or any similar employment foreign, state or labor-related agreement or understandinglocal law. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company Parent nor any Company Parent Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company Parent or any Company Parent Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company Parent or any Company Parent Subsidiary, (ii) no written demand for recognition of any employees of the Company Parent or any Company Parent Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company Parent or any Company Parent Subsidiary or group of employees of the Company Parent or any Company Parent Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or material grievance or labor dispute with respect to or involving any employees of the Company Parent or any Company Parent Subsidiary, and there has been no such action or event in the past three five (35) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Parent, the Company Parent and the Company Parent Subsidiaries are in compliance with all obligations of the Company Parent or any of the Company Parent Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties To the knowledge of Parent, no executive officer or other key employee of Parent or any Parent Subsidiary is in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary violation of any term of any noncompete, nonsolicitation, nondisclosure, confidentiality, restrictive covenant, employment, consulting or similar agreement relating to labor matters(i) the right of such employee to be employed by Parent or any Parent Subsidiary or (ii) the knowledge or use of trade secrets. (f) Parent and the Parent Subsidiaries are not, and have not been, (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246, or (iii) required to maintain an affirmative action plan.

Employees; Labor Matters. (a) Neither the Company CBOT Holdings nor any Company CBOT Holdings Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, agreement or similar labor-related agreement or understanding with any labor union or labor organizationunderstanding. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company CBOT Holdings or any Company CBOT Holdings Subsidiary is represented by a labor union or other labor organization and and, to the knowledge of CBOT Holdings, (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company CBOT Holdings or any Company CBOT Holdings Subsidiary, (ii) no written demand for recognition of any employees of the Company CBOT Holdings or any Company CBOT Holdings Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company CBOT Holdings or any Company CBOT Holdings Subsidiary or group of employees of the Company CBOT Holdings or any Company CBOT Holdings Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the knowledge of CBOT Holdings, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company CBOT Holdings or any Company CBOT Holdings Subsidiary, and there has been no such action or event in the past three five (35) yearsyears and (ii) arbitration, or material grievance against CBOT Holdings or any CBOT Holdings Subsidiary involving current or former employees, applicants for employment or representatives of employees of CBOT Holdings or any CBOT Holdings Subsidiary. (d) Except asCBOT Holdings and the CBOT Holdings Subsidiaries, except as would not, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries a Material Adverse Effect on CBOT Holdings are in compliance in all material respects with all (i) federal and state laws and requirements respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company CBOT Holdings or any of the Company CBOT Holdings Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations There is no charge or complaint pending or, to the knowledge of CBOT Holdings, threatened before any Governmental Entity alleging unlawful discrimination in employment practices, unfair labor practices or other unlawful employment practices by CBOT Holdings or any of the CBOT Holdings Subsidiaries. (f) To the knowledge of CBOT Holdings, no executive officer or other key employee of CBOT Holdings or any CBOT Holdings Subsidiary is subject to any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement relating to, affecting or in conflict with the present or proposed business activities of CBOT Holdings or any CBOT Holdings Subsidiary, except agreements between CBOT Holdings or one of the CBOT Holdings Subsidiaries and warranties its present and former officers or employees. (g) During the preceding two years, (i) neither CBOT Holdings nor any CBOT Holdings Subsidiary has effectuated a “plant closing” (as defined in this Section 3.16 are the exclusive representations federal Worker Adjustment and warranties Retraining Notification Act (the “WARN Act”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with CBOT Holdings or any CBOT Holdings Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither CBOT Holdings nor any CBOT Holdings Subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law, including, but not limited to, the Illinois Worker Adjustment and Retraining Notification Act. No employee of CBOT Holdings or any of the CBOT Holdings Subsidiaries has experienced an “employment loss,” as defined by the Company and each Company Subsidiary relating WARN Act or any similar applicable state, local or foreign law, requiring notice to labor mattersemployees in the event of a closing or layoff, within the past ninety days.

Employees; Labor Matters. (a) Neither the Company GFI nor any Company GFI Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar other labor-related agreement or understanding or work rules with any labor union union, labor organization or works council, nor to the Knowledge of GFI, has GFI or any GFI Subsidiary communicated or represented, whether to any employee or director of, or consultant to, GFI or any GFI Subsidiary or any labor organizationunion, labor organization or works council, that it will recognize any labor union, labor organization or works council. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary is represented by a labor union or union, other labor organization and or works council and, (i) to the Knowledge of GFI, there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary, and there are currently no activities related to the establishment of a works council representing employees or directors of, or consultants to, GFI or any GFI Subsidiary, (ii) no written demand for recognition of any employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) two years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or director of, or consultant to, GFI or any Company GFI Subsidiary or group of employees of the Company or directors of, or consultants to, GFI or any Company GFI Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) two years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the Knowledge of GFI, threatened (i) material strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute or other industrial action with respect to or involving any employees of the Company current or former employee or director of, or consultant to, GFI or any Company GFI Subsidiary, and there has been no such action or event in the past three years or (3ii) yearsmaterial arbitration, or material grievance against GFI or any GFI Subsidiary involving current or former employees, directors, consultants or any of their representatives. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company GFI and the Company GFI Subsidiaries are in compliance in all material respects with all (i) Laws respecting employment and employment practices, terms and conditions of employment, labor relations, collective bargaining, disability, immigration, layoffs, health and safety, wages, hours and benefits, and plant closings and layoffs, including classification of employees, consultants and independent contractors and classification of employees and consultants for overtime eligibility, non-discrimination in employment, data protection, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company GFI or any of the Company GFI Subsidiaries under any employment agreement, agreement for the provision of personal services, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingarrangement. (e) The representations To the Knowledge of GFI, no employee of GFI or any GFI Subsidiary is in violation of any non-compete, non-solicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with a third party in connection with his or her employment with GFI or any GFI Subsidiary that would result in any material liability or obligation against GFI or any GFI Subsidiary. (f) Prior to the date of this Agreement, GFI and warranties the GFI Subsidiaries, as applicable, have satisfied any material legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, works council or other organization representing employees or directors of, or consultants to, GFI or a GFI Subsidiary, in connection with the Transactions, including the Pre-Closing Reorganization. (g) Section 3.17(g) of the GFI Disclosure Letter contains a true and complete list as of the date hereof, which list shall be updated within a reasonable time prior to the Closing Date with any additions or deletions in accordance with Section 5.1, of the names and dates of commencement of employment or engagement of all employees and directors of, and consultants to, the Trayport Business, the FENICS Business or a CME Retained Subsidiary who are either entitled to remuneration or fees in excess of $100,000 per annum or are employed or retained pursuant to an agreement or arrangement which cannot be terminated on less than three months’ notice, and the annual base salary rate, guaranteed or target bonus amount and commission rate payable to all such persons. (h) As of the date of this Agreement, neither GFI nor any GFI Subsidiary has received any written notice of resignation from any employee or director of, or consultant to, the Trayport Business, the FENICS Business or a CME Retained Subsidiary earning in excess of $100,000 per annum that has not expired. Section 3.16 3.17(h) of the GFI Disclosure Letter shall be updated prior to the Closing Date to reflect any such notices received between the date of this Agreement and the Closing Date. (i) Other than as set forth in Section 6.6(e), to the Knowledge of GFI, neither GFI nor any GFI Subsidiary is involved in negotiations (whether with employees, directors, consultants or any trade union or other representatives thereof) to vary materially the terms and conditions of employment or engagement of any of its employees, directors or consultants, nor, to the Knowledge of GFI, are there any outstanding agreements, promises or offers made by GFI or any GFI Subsidiary to any of its employees, directors or consultants or to any trade union or other representatives thereof concerning or affecting the exclusive representations terms and warranties by conditions of employment or engagement of any of its employees, directors or consultants, and neither GFI nor any GFI Subsidiary is under any contractual or other obligation to change the Company and each Company terms of service of any employee, director or consultant. (j) With respect to any employee or director of, or consultant to, the Trayport Business, the FENICS Business or a CME Retained Subsidiary relating earning in excess of $100,000 per annum, neither GFI nor any GFI Subsidiary has given notice of any termination of employment in any other jurisdiction, nor started consultations with any employee, worker, director, consultant or representative thereof regarding transfer of employment within the 12 months preceding the date of this Agreement in relation thereto. (k) There are no employees or directors of, or consultants to, the Trayport Business, the FENICS Business or a CME Retained Subsidiary providing services to labor mattersthe IDB Business earning in excess of $100,000 per annum that provide services pursuant to a secondment, employee lease or employee lending arrangement, whether via another GFI Subsidiary or Affiliate or a third party.

Employees; Labor Matters. (a) Neither None of the Company nor or any Company Subsidiary of its Subsidiaries is a party to, bound by, or in the process of negotiating, a to any collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with other labor union contract applicable to current or former employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, there are not any activities or proceedings of any labor union or labor organizationto organize any such employees. (bi) As of the date of this Agreement, except as, individually There is no unfair labor practice charge or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability complaint pending before any applicable governmental entity relating to the Company or any of its Subsidiaries or any employee thereof; (ii) there is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company Subsidiaryor any of its Subsidiaries, and none of the Company or any of its Subsidiaries has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees; (iii) there is no representation claim or petition pending before any applicable governmental entity, and to the Knowledge of the Company, no question concerning representation exists relating to the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and of its Subsidiaries; (iiv) there is are no organizational effort currently being made charges with respect to or threatened by relating to the Company or on behalf any of its Subsidiaries pending before any labor union or labor organization to organize any employees applicable governmental entity responsible for the prevention of unlawful employment practices; and (v) none of the Company or any Company Subsidiaryof its Subsidiaries has received written notice from any governmental entity responsible for the enforcement of labor or employment Laws of an intention to conduct, (ii) and to the Knowledge of the Company, no written demand for recognition of any employees such governmental agency intends to conduct, an investigation of the Company or any of its Subsidiaries and no such investigation is in progress. (b) Each of the Company Subsidiary and its Subsidiaries has been made in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers' compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes. Each of the Company and its Subsidiaries has met in all material respects all requirements required by Law or on behalf regulation relating to the employment of foreign citizens, including all requirements of I-9, and to the Knowledge of the Company, none of the Company or any labor union of its Subsidiaries currently employs, or labor organization has ever employed, any Person who was not permitted to work in the past three (3) years jurisdiction in which such Person was employed. Each of the Company and (iii) no petition its Subsidiaries has been filed, nor has complied in all material respects with all Laws that could require overtime to be paid to any proceeding been instituted by any current or former employee of the Company or any Company Subsidiary of its Subsidiaries, and no employee has ever brought or, to the Knowledge of the Company, threatened in writing to bring a claim for unpaid compensation or group of employees employee benefits, including overtime amounts. Each of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiaryits Subsidiaries is, and there has been no such action or event in the past three (3) years. (d) Except asbeen, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations the Worker Adjustment Retraining Notification Act of the Company or any of the Company Subsidiaries under any employment agreement1988, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. as amended (e"WARN Act") The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matterssimilar state or local Law.

Employees; Labor Matters. (a) Neither None of the Company nor Company, any Post-Restructuring Company Subsidiary or any Purchased Entity is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union union, labor organization or labor organizationworks council. (b) As To the knowledge of the date of this AgreementCompany, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or union, labor organization or works council to organize any employees of the Company, any Post-Restructuring Company Subsidiary or any Company Subsidiary, (ii) no written Purchased Entity. No demand for recognition of any employees of the Company, any Post-Restructuring Company Subsidiary or any Company Subsidiary Purchased Entity has been made by or on behalf of any labor union or union, labor organization or works council in the past three two (32) years and (iii) years. To the knowledge of the Company, no petition has been filed, nor has any proceeding been instituted by any employee of the Company, any Post-Restructuring Company Subsidiary or any Company Subsidiary Purchased Entity or group of employees of the Company, any Post-Restructuring Company Subsidiary or any Company Subsidiary Purchased Entity with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three two (32) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the knowledge of the Company, threatened strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company, any Post-Restructuring Company Subsidiary or any Company SubsidiaryPurchased Entity, and there has been no such action or event in the past three two (32) years. (d) All material written employment policies of the Company and the Company Subsidiaries have been made available to Parent. (e) Except as, individually or in the aggregate, has not resulted in and or would not reasonably be expected to result in material liability to a Company Material Adverse Effect, each of the Company or any Company SubsidiaryCompany, the Post-Restructuring Company Subsidiaries and the Company Subsidiaries are Purchased Entities is, and has been since January 1, 2009, in compliance with all obligations of applicable Laws respecting occupational safety and health, and, since January 1, 2009, neither the Occupational Safety and Health Administration nor any other federal or state Governmental Entity has threatened to file any citation related to such Laws, and there are no pending citations related to such Laws from any Governmental Entity, against the Company, any Post-Restructuring Company Subsidiary or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingPurchased Entity. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company nor No employee or former employee of TCM or any Company Subsidiary of its subsidiaries is party toowed any wages, bound bybenefits or other compensation for past services (other than wages, or benefits and compensation accrued in the process ordinary course of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organizationbusiness during the current pay period and accrued vacation). (b) As There are no labor disputes, including, without limitation, charges of unfair labor practices within the meaning of the date National Labor Relations Act, pending or, to the knowledge of this AgreementTCM, threatened against TCM or any of its subsidiaries by any of its employees. Neither TCM nor any of its subsidiaries, within the past five years, has or is knowingly engaged in any unfair labor practices within the meaning of the National Labor Relations Act, except as, individually or in the aggregate, has not resulted in and where such actions would not reasonably be expected have a TCM Material Adverse Effect. Neither TCM nor any of its subsidiaries is presently a party to, or is bound by, any collective bargaining agreement or union contract with respect to result in material liability to the Company any persons employed by TCM or any Company Subsidiaryof its subsidiaries, none of the employees of the Company and no collective bargaining agreement is being negotiated by TCM or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is of its subsidiaries. To the knowledge of TCM, no organizational effort currently organizing activities are presently being made or are threatened by or on behalf of any labor union or labor organization with respect to organize any employees of the Company TCM or any Company Subsidiaryof its subsidiaries. TCM has no knowledge of any strikes, (ii) no written demand for recognition of slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of the Company TCM or any Company Subsidiary has of its subsidiaries, and there have been made by no such strikes, slowdowns, work stoppages or on behalf of any labor union or labor organization in lockouts within the past three (3) years years. Each of TCM and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there its subsidiaries is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours and the Company Worker Adjustment and Retraining Notification Act, except where such non-compliance would not have a TCM Material Adverse Effect. There has been no harassment, discrimination, retaliatory act or similar claim against any officer, director or employee of TCM or any of its subsidiaries at any time during the Company Subsidiaries under past three years, except where any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingsuch action would not have a TCM Material Adverse Effect. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither (i) Seller does not now have and never has had any employees; (ii) none of Seller, the Company nor any Company Subsidiary is party to, bound byis, or in the process of negotiatinghas at any time been, a party to or bound by any collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding other contract with any a labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees no employee of the Company or any Company Subsidiary is represented by a labor union or other any labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization with respect to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of such employee’s employment with the Company or any Company Subsidiary has been made by or on behalf of any labor and no union or labor organization in activity is pending or, to the past three (3) years and (iii) no petition has been filedCompany’s Knowledge, nor has any proceeding been instituted by threatened involving any employee of the Company or any Company Subsidiary Subsidiary; (iii) there are no strikes, work stoppages, picketings, slowdowns, walkouts, lockouts or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreementother organized work interruptions pending or, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company SubsidiaryCompany’s Knowledge, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there neither the Company nor any Company Subsidiary has been no experienced any such action or event in organized work interruption during the past three years; (3iv) years. there is no union organizing effort pending or, to the Knowledge of the Company, threatened involving the employees of the Company or any Company Subsidiary; (dv) Except asthere is no unfair labor practice charge, individually labor dispute (other than non-material, routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened in writing with respect to US-DOCS\131312541.20 the aggregate, has not resulted in and would not reasonably be expected to result in material liability to employees of the Company or any Company Subsidiary, (vi) there has been no “mass layoff” or “plant closing” (as defined under the Company and the Company Subsidiaries are in compliance WARN Act or any state or local statute of similar effect) with all obligations of respect to the Company or any Company Subsidiary within the three years prior to the date hereof, and neither the Company nor any Company Subsidiary has incurred any liability under the WARN Act or any state or local statute of similar effect that remains unsatisfied, (vii) no individual who has performed services for Seller, the Company or any Company Subsidiary has been improperly excluded from participation in any Benefit Plan, and (viii) none of Seller, the Company nor any Company Subsidiary has incurred or reasonably expects to incur any current or contingent liability or obligation with respect to any misclassification of any person as an independent contractor rather than as an employee, or as exempt rather than non-exempt, or with respect to any employee leased from another employer. (b) Seller, the Company and each Company Subsidiary are and at all relevant times in the preceding five years have been, in material compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, and (iii) unfair labor practices, discrimination, sexual harassment, harassment, fair labor standards and occupational health and safety, wrongful discharge or violation of the Company Subsidiaries under any employment agreementpersonal rights of employees, former employees or prospective employees, wages, hours, social benefits contributions, severance agreementpay, the WARN Act, collective bargaining agreement bargaining, civil rights, safety, health, immigration, workers’ compensation and the collection and payment of withholding or social security taxes and any similar tax. Seller, the Company and each Company Subsidiary have properly classified all current and former Service Providers as either employees or independent contractors, employed or self-employed, and as exempt or non-exempt for all purposes and have made all appropriate filings in connection with services provided by, and compensation paid to, such Service Providers, and none of Seller, the Company nor any Company Subsidiary has received written notice of any pending or threatened inquiry or audit from any Governmental Entity concerning any such classifications. (c) (i) Seller, the Company and each Company Subsidiary have paid in full to all Service Providers or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Service Providers; and (ii) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the Company’s Knowledge, threatened in writing before any Governmental Entity with respect to any Person currently or formerly employed by Seller, the Company or any similar employment Company Subsidiary. (d) Seller, the Company and each Company Subsidiary (i) are and at all relevant times have been in compliance in all material respects with Laws arising from or laborrelating to the COVID-19 pandemic (or any mutation or evolution thereof) related to safety and health standards and regulations issued and enforced by the Occupational Safety and Health Administration (OSHA) and any applicable OSHA-related agreement approved state plan, and (ii) are and at all relevant times have been in compliance in all material respects with the paid and unpaid leave requirements of the Families First Coronavirus Response Act. To the extent the Company or understanding.any Company Subsidiary has granted employees paid sick leave or paid family leave under the Families First Coronavirus Act, the Company and each Company Subsidiary, as applicable, have obtained and retained all documentation required to substantiate eligibility for sick leave or family leave tax credits. US-DOCS\131312541.20 (e) The representations Section 4.12(e) of the Disclosure Schedules sets forth a correct and warranties complete (in this all material respects) list, as of April 8, 2022, of all full-time, part-time or temporary employees and independent contractors (and indication as such) of Seller, the Company and each Company Subsidiary, identified by “EE Key,” including: (i) the annual dollar amount of salary payable to each person; (ii) dates of employment or service; (iii) title; (iv) job location; (v) with respect to employees, a designation of whether they are classified as exempt or non-exempt for purposes of the U.S. Fair Labor Standards Act and any similar state law; and (vi) the entity employing or retaining such employee or independent contractor (including whether such entity is an Excluded Entity). Except as set forth on Section 3.16 are 4.12(e) of the exclusive representations and warranties Disclosure Schedules, all of the individuals employed or retained by the Company and each Company Subsidiary relating to labor matters(other than the Excluded Entities), are citizens of the United States.

Employees; Labor Matters. (a) Neither Schedule 4.19(a) contains a true and complete list of the name of each officer of the Company nor and its Subsidiaries as of January 31, 2007, including such person’s work location, position or function, date of hire, annual base salary and any Company Subsidiary is party toincentive or bonus arrangement. To the knowledge of the Company, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As as of the date of this Agreement, except asno such person intends to terminate employment or decline continuing employment because of the consummation of the transactions contemplated by this Agreement. (b) Except as set forth in Schedule 4.19(b): (i) there are no labor strikes, slowdowns, work stoppages, lockouts or material labor disputes currently pending or, to the knowledge of the Company, threatened, and, since January 1, 2003, neither the Company nor any of its Subsidiaries has experienced any labor strike or material concerted labor dispute, and there are no pending or, to the knowledge of the Company threatened, labor disputes, or to the knowledge of the Company any organizing activities or applications for certification of a collective bargaining unit; (ii) neither the Company nor any of its Subsidiaries has engaged in, or is now engaging in, any unfair labor practice, unlawful discrimination, wage and hour violation or unlawful occupational safety or health practice in the conduct of the business which, if the Company or any of its Subsidiaries would be penalized as a result of and/or have to cure to become in compliance with applicable law, would, individually or in the aggregate, has not resulted reasonably be expected to materially impair the continued operation of the business after the Closing Date on substantially the same basis as presently operated; (iii) the Company and its Subsidiaries have complied, and are now in compliance, in all material respects with all applicable labor and employment laws in connection with the employment of their respective employees, including with respect to unlawful discrimination, payment of wages and other amounts, occupational safety and health, plant closings, layoffs and collective bargaining obligations, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to result in a material liability liability; (iv) except where a claim, proceeding or dispute, individually or in the aggregate, would not reasonably be expected to result in a material liability, there have not been in the last three (3) years and there are not presently pending, existing, or to the knowledge of the Company threatened, (x) any proceeding against or affecting the Company or any Company Subsidiaryof its Subsidiaries relating to the alleged violation of any law pertaining to labor relations or employment matters, none of the employees of the Company including any charge or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened complaint filed by or on behalf of any labor union current or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any former employee of the Company or any Company Subsidiary of its Subsidiaries or group any union or other employee representative with the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of employees of Labor, or any comparable Governmental Entity, or other labor or employment dispute against or affecting the Company or any of its Subsidiaries, (y) labor grievance, arbitration or employment related proceeding, claim, action or litigation or (z) to the knowledge of the Company, any organizing activity or employment-related investigation; (v) to the knowledge of the Company, neither the Company Subsidiary nor any of its Subsidiaries has any material liability to any Person (other than the Company or any Subsidiary) arising from the Company’s or any of its Subsidiaries’ status as a successor employer, joint employer, alter ego or other legal doctrine that would cause the Company or any of its Subsidiaries to have any co-liability with or liability derived from another entity, in each case under labor law or laws governing employment; (vi) As of February 28, 2007 there are no material claims against the Company or any of its Subsidiaries with respect to workers’ compensation; and (vii) neither the Company nor any of its Subsidiaries is a party to or bound by any Contract or other agreement with any labor relations board union or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearssimilar organization representing their respective employees. (c) As of the date of this Agreement, except as, individually or in the aggregate, Remington has not resulted engaged in and would not reasonably be expected to result in material liability to the Company any discussions or negotiations with any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any organization representing employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties covered by the Company and each Company Subsidiary relating to labor mattersagreements set forth on Schedule 4.19(b)(vii) regarding a successor agreement (the “CBA Negotiations”).

Employees; Labor Matters. (a) Neither Section 3.13(a) of the Company nor any Company Subsidiary is party to, bound by, or in the process Disclosure Letter contains a true and complete list of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (beach Bargaining Agreement. Except as set forth on Section 3.13(a) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company SubsidiaryDisclosure Letter, none of the employees of the Company or any Company Subsidiary of its Subsidiaries is represented by a labor union party to or other labor organization and bound by, or is currently negotiating in connection with entering into, any Bargaining Agreement, and, to the Knowledge of the Company, (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union union, works council or labor other employee organization to organize any employees of the Group Company or any Company SubsidiaryEmployees, (ii) there is no pending written demand for recognition of any employees of the Group Company or any Company Subsidiary has been Employees made by or on behalf of any labor union union, works council or labor organization in the past three (3) years and other employee organization, (iii) there is no pending petition has been filed, nor has any or proceeding been instituted by or on behalf of any employee of the Group Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary Employees with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative, and (iv) except as set forth on Section 3.13(a)(iv) of the Company Disclosure Schedule no consent or consultation of, requirement to provide information to, or the rendering of, or receipt of an opinion or formal advice by, any labor or trade union, works council or other employee representative body or any Governmental Entity with jurisdiction over labor matters is required for the Company to enter into this Agreement or to consummate the Transaction. (b) There have not been in the past three (3) years. (c) As years and there are no pending or, to the Knowledge of the date of this AgreementCompany, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance picketing, material grievance, or labor dispute with respect to or involving any employees Group Company Employees. There are no material unfair labor practice complaints pending or, to the Knowledge of the Company, threatened with respect to the Business or the Group Company before the U.S. National Labor Relations Board or any other Governmental Entity. (c) Except as would not result in material liability, each Group Company Subsidiaryis, and there has been no such action or event in the past three years, in material compliance with all obligations of such entity under any Bargaining Agreement or European Workers Agreement or similar employment or labor related agreement or understanding, and in material compliance with all Laws regarding labor and employment, including applicable Laws relating to employment practices, the hiring, promotion, assignment, and termination of employees, including the WARN Act, discrimination, harassment, retaliation, equal employment opportunities, disability, labor relations, the Fair Labor Standards Act of 1938, as amended, and comparable international, state, or local wage and hour Laws (3collectively, the “FLSA”), classification of independent contractors, hours of work, payment of wages and withholding, immigration, pay equity, nondiscrimination, workers’ compensation, employee benefits, background and credit checks, working conditions, occupational safety and health, family and medical leave, employee terminations, data privacy and data protection, and any bargaining or other obligations under the National Labor Relations Act and the Labor-Management Relations Act. Each Group Company has on file for each Business Employee all required work permits, immigration permits, visas, or other authorizations required by applicable Law, and there is a properly completed Form I-9 (or the applicable non-U.S. local equivalent thereof for international employees) yearson file with respect to each Business Employee. (d) Except asThe Group Companies are not the subject of, nor to the Knowledge of the Company, is there threatened, any Action, which, individually or in the aggregate, has not resulted in and would not is reasonably be expected likely to result in give rise to material liability with respect to the Company Business, asserting that it has committed an unfair labor practice, act of discrimination, misclassification as independent contractors or “exempt” employees under the FLSA, or other related complaints with respect to any Company Subsidiary, the Company Business Employees or former Business Employees and the Company Subsidiaries are there has been no improper exclusion or inclusion of any such Business Employee in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingEmployee Plan. (e) The representations Group Companies are not involved in any industrial or trade dispute or negotiation with any trade union or other group or organization representing any Business Employees. (f) Since January 1, 2017, in respect of each current and warranties former Business Employee, all holiday pay has been calculated and paid in this Section 3.16 are accordance with The Working Time Regulations 1998, as amended, and Directive 2003/88/EC of the exclusive representations European Parliament and warranties by of the Council of 4 November 2003 concerning certain aspects of the organization of working time. In effecting the Restructuring, the Company warrants that the Transferred Companies have complied with all their obligations pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006. (g) Section 3.13(g) of the Company Disclosure Letter sets forth a list of all Business Employees that includes, as of the date hereof, (i) name (or unique employee identifier), (ii) employer, (iii) job title, (iv) date of hire and age, (v) country and location of employment, (vi) current annual base compensation, salaried or hourly status, pay rate or contract fee; (vii) commission, bonus or other incentive-based compensation targeted for 2019 (if applicable), (viii) exempt or non-exempt status of the employees of the Sellers or any of their respective subsidiaries under the FLSA, (ix) union-represented status and name of any applicable collective bargaining agreement; and (x) employment status (i.e., active, disabled or on authorized leave) (such schedule, the “Census”). (h) Relevant Business Employees employed or engaged in the U.K. by SPX International Limited and SPX Flow Europe Limited who work wholly or mainly for the Business (and whom the Buyer would reasonably require to continue to operate the Business) will be transferred into Power & Energy International Limited as part of the Restructuring, and no other employees or service providers (including independent contractors and leased employees) who are not such relevant Business Employees employed or engaged in the U.K. by SPX International Limited and SPX Flow Europe Limited will be transferred into Power & Energy International Limited during the Restructuring. (i) Each Group Company is, and has been since January 1, 2016, in material compliance with the WARN Act and have no material unsatisfied Liabilities thereunder. None of the Group Company has, within the ninety (90) days prior to the date of this Agreement, closed any plant or facility, effectuated any mass layoffs of employees or implemented any early retirement, separation or similar program, in each case, in violation of the WARN Act, nor has the Group Company Subsidiary relating announced any such action or program for the future, or taken any other action that would reasonably be expected to labor matterscause Buyer or any of its Subsidiaries to have any material Liability or other obligation following the Closing Date under the WARN Act.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or 27 involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither Schedule 3.19(a) of the Company nor Disclosure Letter contains a complete and accurate list of the following information for each corporate Employee, excluding healthcare providers (the “Key Employees”), including each Key Employee on leave of absence or layoff status: name; job title; current compensation paid or payable (including any Company Subsidiary is party tobonuses) and any change in compensation since January 1, bound by2017; and, or in the process of negotiatingon a cumulative basis for all such Employees, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organizationvacation accrued. (b) As To the knowledge of the Seller Parties, no Employee or manager of any Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such Employee or manager and any other Person that in any way would be reasonably expected to adversely affect (i) the performance of his or her duties as an Employee or manager of any Company, or (ii) the ability of any Company to conduct its Business. (c) The Companies have not been nor are they a party to any union or collective bargaining or other labor Contract. Except as set forth on Schedule 3.16 of the Disclosure Letter, since January 1, 2015, there has not been, there is not presently pending or existing and, to knowledge of the Seller Parties, there is not threatened, (i) any strike, slowdown, picketing, work stoppage, or employee grievance process, or (ii) any proceeding, charge or claims against or affecting, or investigations of, any Company relating to the alleged violation of any legal requirement pertaining to labor relations, unfair labor practices, or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration or any comparable Governmental Entity, organizational activity, or other labor or employment dispute against or affecting the Companies, or (iii) any union or other collective bargaining units certified or recognized by any Company as representing any of its Employees or union organizing efforts or representation questions with respect to any of the Employees (including any application for certification of a collective bargaining agent). (d) To the knowledge of the Seller Parties, no event has occurred or circumstance exists that could reasonably be expected to provide the basis for any labor dispute. There is no lock-out of any Employees by any Company, and no such action is contemplated by any Company. Except as set forth on Schedule 3.16 of the Disclosure Letter, the Companies have complied in all material respects with all Applicable Laws relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing; and the Companies are not liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Applicable Laws. (e) Without limiting the foregoing, all current Employees are, and all former Employees whose employment terminated, voluntarily or involuntarily, within three (3) years prior to the date of this Agreement, except aswere, individually or legally authorized to work in the aggregateUnited States. The Companies have completed and retained the necessary employment verification paperwork under IRCA for Employees hired prior to the date of this Agreement, has not resulted in and would not reasonably be expected the Companies have complied with anti-discrimination provisions of IRCA. Further, at all times prior to result the date of this Agreement, the Companies were in material liability compliance with both the employment verification provisions (including without limitation the paperwork and documentation requirements) and the anti-discrimination provisions of IRCA. (f) Except as set forth on Schedule 3.19(f) of the Disclosure Letter, there are no worker’s compensation claims pending against any Company, and the Seller Parties are not aware of any reasonable basis for any such claim. (g) The Companies have not received notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to the conduct an investigation with respect to or relating to any Company or any Company SubsidiaryEmployees, none and, to the knowledge of the employees Seller Parties, no such investigation is threatened or in progress. Except as set forth on Schedule 3.16 of the Company or any Company Subsidiary is represented by a labor union Disclosure Letter, no complaints, lawsuits or other labor organization and (i) there is no organizational effort currently being made or proceedings are pending or, to the knowledge of the Seller Parties, threatened in any forum by or on behalf of any labor union present or labor organization to organize former Employee, any employees applicant for employment or classes of the Company or any Company Subsidiary, (ii) no written demand for recognition foregoing alleging breach of any employees of express or implied Contract for employment, any Law governing employment or the Company termination thereof or any Company Subsidiary has been made by other discriminatory, wrongful or on behalf of any labor union or labor organization tortious conduct in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary connection with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsemployment relationship. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither The Company has provided Buyer with a true and complete list of the name of each officer of the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As as of the date of this Agreement, except asincluding such person’s date of hire, individually annual base salary and any incentive or bonus arrangement. (b) Except as set forth in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to Schedule 4.18(b) of the Company or any Company Subsidiary, Disclosure Letter: (i) none of the employees of the Company or any Company Subsidiary is represented by a labor union in his or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees her capacity as an employee of the Company or by any Company Subsidiary, labor organization; (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of not recognized any labor union or labor organization in the past three (3) years and (iii) no petition has been filedorganization, nor has any proceeding labor organization been instituted by elected as the collective bargaining agent of any employee employees, nor has the Company entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees; (iii) there are no labor strikes, slowdowns, work stoppages, lockouts or material labor disputes currently pending or, to the Knowledge of the Company, threatened and, since the Reference Date, the Company has not experienced any labor strike or material concerted labor dispute, and there are no pending or, to the Knowledge of the Company threatened, organizing activities or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition applications for certification of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute unit with respect to or involving any employees of the Company; (iv) the Company or any Company Subsidiaryhas materially complied, and is now in material compliance, with all applicable labor and employment Laws in connection with the employment of their respective employees including all such Laws relating to wages, hours, the Fair Labor Standards Act, the WARN Act and any similar state or local “mass layoff” or “plant closing” law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax; (v) there has been no such action “mass layoff” or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability “plant closing” as defined by WARN Act with respect to the Company within the six (6) months prior to Closing; and (vi) there is not presently pending, existing, or, to the Knowledge of the Company, threatened, (A) any material proceeding against or any Company Subsidiary, affecting the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to the alleged violation of any Law pertaining to labor mattersrelations or employment matters or (B) material labor grievance, arbitration or employment related Action against the Company.

Employees; Labor Matters. (a) Neither Except as set forth on Schedule 5.16, there is no charge or complaint relating to an unfair labor practice pending against the Company nor is there any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreementlabor strike, work rules stoppage, material grievance or practicesother labor dispute pending or, or similar labor-related agreement or understanding with any labor union or labor organizationto Sellers' Knowledge, threatened against the Company, which is reasonably expected to have a Material Adverse Effect. (b) As Except as set forth in the Schedule 5.16: (i) the Company is and has been in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation any such Laws respecting employment discrimination and occupational safety and health requirements, and has not and is not engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against the Company pending or, to the best knowledge of the date of this AgreementCompany, except asthreatened before the National Labor Relations Board or any other comparable Authority; (iii) there is no labor strike, individually dispute, slowdown or in the aggregatestoppage by Company employees actually pending or, has not resulted in and would not reasonably be expected to result in material liability to the Company best knowledge of the Company, threatened against or any Company Subsidiary, none of directly affecting the Company; (iv) no labor representation question exists respecting the employees of the Company and there is not pending or, to the best knowledge of the Company, threatened any activity intended or any Company Subsidiary is represented by likely to result in a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any representation vote respecting the employees of the Company Company; (v) no grievance or any Company Subsidiary, arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefor exist or have been threatened; (iivi) no written demand for recognition of any employees of collective bargaining agreement is binding and in force against the Company or currently being negotiated by the Company; (vii) the Company has not experienced any significant work stoppage by Company Subsidiary has been made employees; (viii) the Company is not delinquent in payments to any persons for any wages, salaries, commissions, bonuses or other direct or indirect compensation owed by the Company for any services performed by them or amounts required to be reimbursed to such persons, including without limitation any amounts due under any Pension Plan, Welfare Plan or Compensation Plan. (c) Except as set forth on behalf of any labor union or labor organization in the past three (3) years Schedule 5.16, there are no collective bargaining, works council and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of similar agreements between the Company or any Company Subsidiary or group trade association of employees of which the Company is a member and any trade union, staff association or any Company Subsidiary with any labor relations board other body representing employees or commission a substantial number of any Governmental Entity seeking recognition of a collective bargaining representative in them and no attempt to unionize the employees during the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Section 2.14(a)of the Company Disclosure Letter includes a true and complete list of all Business Employees by work location as of the date reflected in the Company Disclosure Letter, showing the service date, then-current positions and rates of compensation, rate type (hourly or salary) and leave status (if applicable). Neither the Company nor any of the Company Subsidiaries has an employment agreement with any employee. (b) Neither the Company nor any of the Company Subsidiary Subsidiaries is a party to, bound byor is, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As as of the date of this Agreement, except asor has been during the three (3) year period prior to the date of this Agreement, individually in negotiation to become party to, any collective bargaining agreement covering or in purporting to cover any Business Employee or former Business Employee. As of the aggregateClosing Date, has not resulted in any and would not reasonably all notices to, or filings or registrations with, any labor organizations, works council or any similar entity, council or organization, required to be expected made prior to result in material liability to the Closing Date by the Company or the Company Subsidiaries with respect to any Business Employee in connection with the execution of this Agreement will have been timely given or made. Since January 1, 2008, there has not occurred nor, to the Company’s Knowledge, has there been threatened, any material strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity or organizing campaign with respect to any Business Employee. There are no material labor disputes subject to any grievance procedure, arbitration or litigation and there is no representation petition or other request for representation pending or, to the Company’s Knowledge, threatened with respect to any current or former Business Employee or contract worker providing services for the benefit of the Company. Neither the Company Subsidiary, none nor any of the Company’s Subsidiaries has entered into any neutrality agreement or other agreement with any labor organization regarding union organizing or procedure regarding recognition of any labor organization as the representative of any of the employees of the Company or any Company Subsidiary is represented Subsidiary. (c) The Company and each of the Company Subsidiaries have complied in all material respects with all applicable Laws pertaining to the employment or termination of employment of their Business Employees, including those related to wages, hours, collective bargaining, the withholding, collection and payment of Social Security, Unemployment Compensation and similar payroll Taxes, equal pay, workers compensation, occupational health and safety, immigration, payment of overtime and the classification of employees as overtime eligible and overtime exempt, fair labor standards, discrimination on the basis of race, age, sex, religion. color, national origin, disability and other classifications protected by a labor union or other labor organization and all such Laws. (id) To the Company’s Knowledge, there is no organizational effort currently being made pending or threatened by inquiry or on behalf of audit from any labor union or labor organization to organize any employees of Governmental Authority concerning the Company Company’s or any Company Subsidiary’s compliance with any applicable federal, state or local laws relating to employment. (iie) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made Any individual engaged by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the providing services to any Company or any Company Subsidiary with as an independent contractor has been accurately classified as an independent contractor for all purposes, including payroll tax, withholding, unemployment insurance, and benefits, and no Company or Company Subsidiary has any labor relations board or commission notice of any pending or threatened inquiry or audit from any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsAuthority concerning such independent contractor status, or any pending or threatened claim by any party that any such independent contractor be reclassified as an employee for any purpose. (cf) As Each Company and Company Subsidiary maintains copies of I-9 Employment Eligibility Verification Forms for all persons it has employed, including those persons it currently employs, during the three year period ending on the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations the Immigration Reform and Control Act of the Company 1986, as amended, respecting such current or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingformer employees. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except asExcept for matters that, individually or in the aggregate, has have not resulted in and would not reasonably be expected to result in material liability to had a Material Adverse Effect, the Company and its Subsidiaries have complied with all Laws relating to employment and labor, including provisions thereof relating to wages, hours, exempt status classification, independent contractor classification, payroll, equal opportunity, employment discrimination, disability and other human rights, plant closure or any Company Subsidiarymass layoff issues, none background screening, hiring, affirmative action, pay equity, leaves of absence, occupational health and safety, workers compensation/workplace safety and insurance, privacy, hazardous materials, immigration, termination and severance and collective bargaining. (b) Except for matters that, individually and in the aggregate, have not had a Material Adverse Effect, as of the employees date of the Company or any Company Subsidiary is represented by a labor union or other labor organization and this Agreement (i) there is no organizational effort currently being made or or, to the knowledge of the Company, threatened by or on behalf of any labor union union, works council, employee committee or representative or other labor organization to organize any employees of the Company or any Company Subsidiary, its Subsidiaries and (ii) no written demand for recognition of any employees to the knowledge of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) Company, no petition has been filed, nor has any proceeding Proceeding been instituted by any employee of the Company or any Company Subsidiary its Subsidiaries or group of employees of the Company or any Company Subsidiary its Subsidiaries with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining or similar representative in the past three (3) years. There is no labor union, works council, employee committee or representative or other labor organization representing employees of the Company or its Subsidiaries which, pursuant to applicable Law or any applicable collective bargaining agreement or other Contract, must be notified, consulted or with which negotiations are required to be conducted in connection with the Contemplated Transactions. Neither the Company nor any of its Subsidiaries is party to or otherwise bound by any collective bargaining agreement or similar labor Contract with any labor union, works council, employee committee or representative or other labor organization with respect to employees of the Company or its Subsidiaries. (c) As Except for matters that, individually and in the aggregate, have not had a Material Adverse Effect, as of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or or, to the knowledge of the Company, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company or any Company Subsidiaryits Subsidiaries, and there has been no such action (ii) arbitration or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to grievance against the Company or any Company Subsidiary, the Company and the Company its Subsidiaries are in compliance with all obligations involving current or former employees of the Company or any its Subsidiaries or (iii) litigation, administrative charge, agency audit or similar Proceeding against the Company or its Subsidiaries involving current or former employees of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingits Subsidiaries. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary of its subsidiaries is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, agreement or similar labor-related agreement or understanding with any labor union or labor organizationunderstanding. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company or any Company Subsidiary is of its subsidiaries are represented by a labor union or other labor organization and and, to the knowledge of the Company, (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiaryof its subsidiaries, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary of its subsidiaries has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary of its subsidiaries or group of employees of the Company or any Company Subsidiary of its subsidiaries with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the knowledge of the Company, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company or any Company Subsidiaryof its subsidiaries, and there has been no such action or event in the past three five (35) yearsyears or (ii) arbitration, or material grievance against the Company or any of its subsidiaries involving current or former employees, applicants for employment or representatives of employees of the Company or any of its subsidiaries. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the The Company and the Company Subsidiaries its subsidiaries are in compliance in all material respects with all (i) federal and state laws and requirements respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar Taxes and (ii) obligations of the Company or any of the Company Subsidiaries its subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties There is no charge or complaint pending or, to the knowledge of the Company, threatened before any Governmental Entity alleging unlawful discrimination in this Section 3.16 are the exclusive representations and warranties employment practices, unfair labor practices or other unlawful employment practices by the Company or any of its subsidiaries which would reasonably be expected to be material to the Company and each its subsidiaries taken as a whole. (f) No executive officer or other key employee of the Company Subsidiary or any of its subsidiaries is subject to any non-compete, non-solicitation, non-disclosure, confidentiality, employment, consulting or similar agreement relating to labor mattersto, affecting or in conflict with the present or proposed business activities of the Company or any of its subsidiaries, except agreements between the Company or one of its subsidiaries and its present and former officers or employees.

Employees; Labor Matters. (a) Neither Except as set forth on Section 2.09(a) of the Disclosure Schedules, there are no collective bargaining agreements or labor agreements to which the Company nor any Company Subsidiary is a party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to by which the Company or any Company Subsidiary, none is bound. None of the employees of the 1440241.11A-WASSR01A - MSW Company or any Company Subsidiary is (collectively, the “Employees”) are represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization with respect to organize any employees their employment by the Company. Since December 31, 2014, no labor organization or group of Employees has made a demand for recognition or certification with respect to the Company, and, to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking representation with respect to the Company presently pending with the National Labor Relations Board or any other labor relations tribunal or authority. Since January 1, 2015, no Intermediate Company or Project Company has employed any employees. (b) Since December 31, 2014, (i) the Company Subsidiaryhas not received written notice of any unfair labor practice charges or experienced any material labor disputes, union organization attempts, strikes, work stoppages, slowdowns or lockouts and to the Knowledge of the Company, no such action has been threatened, (ii) there has been no written demand for recognition of any employees material Proceeding, charge, complaint, grievance, arbitration or investigation pending, or, to the Knowledge of the Company, threatened in writing against the Company or any Company Subsidiary has been made by or on behalf alleging violations of any labor union or labor organization in the past three (3) years employment-related Applicable Laws and (iii) no petition there has been filedno material labor or employment-related Proceeding (whether arising under contract, nor has common law or statute or in equity) with any proceeding been instituted by Participant or any employee dependent thereof involving the Company and, to the Knowledge of the Company or any Company Subsidiary or group of employees of Company, no such Proceeding has been threatened in writing against the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsCompany. (c) As To the Knowledge of the date Company, no Employee is in violation of this Agreementany material term of any employment agreement, except asfiduciary duty, individually non-competition agreement or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability restrictive covenant to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) yearsCompany. (d) Except asAs of the Effective Date, individually to the Knowledge of the Company, none of R. Xxxxx Xxxxxxx, Xxxx Xxxxxxx or in the aggregate, Xxxxx Xxxxxxx has not resulted in and would not reasonably be expected to result in material liability delivered written notice to the Company or any Company Subsidiary, of his intention to terminate his employment with the Company and the Company Subsidiaries are in compliance with all obligations as a result of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingTransactions. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither Schedule 3.25 sets forth a list of all of employees, consultants and independent contractors of the Business, including a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Business. Except as set forth on Schedule 3.25, no officer, employee, consultant and independent contractors of the Business has (i) terminated their employment or engagement with Company, or (ii) provided notice to Company or its Affiliates of its intention to, or to the Knowledge of the Company, threatened to, terminate such employment or engagement. None of the Members or employees of the Company has been subject to any sanction, fine, censure or other disciplinary action by any Authority. (b) Except as set forth in Schedule 3.25: (i) neither Company nor any Company Subsidiary Member is a party to, bound byto any outstanding employment or consulting agreements or change in control or other contracts with officers or employees of the Business that are not terminable at will without payment of compensation beyond what is owed for services performed through the date of termination, or in that require the process payment of negotiatingany bonus or commission; (ii) neither Company nor any Member is a party to any agreement, policy or practice that requires it to pay termination or severance pay to salaried, non-exempt or hourly employees of the Business (other than as required by law); and (iii) neither Company nor any Member is a party to any collective bargaining agreement or other labor union contract applicable to employees of the Business nor, within the last three (3) years have there been any organizational activities with respect to the employees of the Business not covered by a collective bargaining agreement, work rules nor does Company or practices, any Member know of any pending or similar labor-related agreement threatened activities or understanding with proceedings of any labor union to organize any such employees. Company has furnished to Buyer complete and correct copies of all such agreements and all agreements set forth on Schedule 3.25 (the “Employment and Labor Agreements”). Neither Company nor any Member has breached or labor organizationotherwise failed to comply with any provisions of any Employment or Labor Agreement, and there are no grievances outstanding thereunder. (bc) As Except as set forth in Schedule 3.25: (i) Company and each Member is and has been in compliance in all material respects with all applicable laws relating to employment and employment practices, wages, hours, and terms and conditions of employment and has performed all material obligations and duties they are required to perform (and settled all material outstanding claims), whether or not legally binding and whether arising under contract, statute, at common law or in equity; (ii) there is no unfair labor practice charge or complaint pending before the National Labor Relations Board (“NLRB”) or, to the Knowledge of the date of this AgreementCompany, except asthreatened, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the against Company or any Company Subsidiary, none Member brought by or on behalf of the Company’s or any Member’s current or former employees or any current or former collective bargaining unit representing any current or former employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and Member; (iiii) there is no organizational effort currently being made labor strike, slowdown, work stoppage or lockout, pending or, to the Knowledge of the Company, threatened by against or on behalf affecting Company or Members, and neither Company nor any Member has experienced any strike, slow down or work stoppage, lockout or other collective labor action; (iv) there is no representation claim or petition pending before the NLRB or any similar foreign agency and no question concerning representation exists relating to the employees of the Company, any Member or the Transferred Employees; (v) there are no charges with respect to or relating to Company or any Member pending before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices; and (vi) neither Company nor any Member has received any notice from any federal, state, local or foreign agency responsible for the enforcement of labor union or labor organization employment laws of an intention to organize any employees conduct an investigation of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years such Member and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event investigation is in the past three (3) yearsprogress. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither Schedule 4.10(a) contains an accurate list of the Company nor names, titles, dates of hire or dates of service, rates of compensation and remuneration of any Company Subsidiary is party kind, and any unused accrued vacation, in each case, as of the date of this Agreement of all employees, officers, directors and independent contractors (other than professional service advisors) of, and consultants to, bound byLED or any of its Subsidiaries and/or their respective businesses (all such individuals, the "LED Service Providers"). To LED's Knowledge, no executive, key employee, key independent contractor or significant group of employees has any plans to terminate his or her employment or engagement with LED or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or otherwise. Except as set forth on Schedule 4.10(a), the services provided by the LED Service Providers are terminable at will by LED or its Subsidiaries at no cost or expense to LED or any of its Subsidiaries, and neither LED nor its subsidiaries are party to an employment contract with such LED Service Providers. Since the Most Recent LED Balance Sheet Date, there has not been any increase in compensation payable to or to become payable to any LED Service Provider, except regular increases granted in the process ordinary course of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organizationbusiness. (b) As Neither LED nor any of the date of this Agreement, except as, individually its Subsidiaries is a party to or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted bound by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or similar agreement with any labor organization or employee association covering the terms and conditions of any employee or employee group of LED or its Subsidiaries. There has not been, nor is there pending or, to the Knowledge of LED, threatened any labor dispute between LED or any of its Subsidiaries, on the one hand, and any labor organization, on the other hand, or any strike, slowdown, jurisdictional dispute, work stoppage or other similar organized labor activity involving any employee of LED or any of its Subsidiaries or affecting LED or any of its Subsidiaries. There has not been, nor to the Knowledge of LED, is there threatened or pending, any labor union organizational activity involving, any employee of LED or any of its Subsidiaries. There exists no pending or, to the Knowledge of LED, threatened, Action between LED or any of its Subsidiaries and any current or former director, officer or employee of LED or any of its Subsidiaries, including any claim for discrimination, harassment, retaliation, wrongful employment or labor-related agreement labor practices, breach of express or understanding. implied contract of employment or for violation of equal employment opportunity or wage and hour Laws. All former and current employees of LED or any of its Subsidiaries have provided the necessary information and documentation from which to file current, effective Employment Eligibility Verifications (eINS Form I-9's) The representations for each such employee and warranties neither LED nor any of its Subsidiaries has any information or other reason to believe that any of such supplied information or documentation is in this Section 3.16 are any manner false, fraudulent or in any other manner not genuine. LED and its Subsidiaries have in all other respects complied with its obligations under the exclusive representations Immigration Reform and warranties by Control Act of 1986, as amended, and with all other applicable Laws pertaining to the Company and each Company Subsidiary employment or termination of employment of such employees, including all such Laws relating to labor mattersrelations, equal employment opportunity, fair employment practices, wages and hours, occupational safety and other workplace regulations and activities.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except asExcept for matters that, individually or in the aggregate, has were not resulted in and would not reasonably be expected to result in be material liability to the Company and the Company Subsidiaries, taken as a whole, the Company and each Company Subsidiary are in material compliance with all applicable Laws relating to employment and labor, including provisions thereof relating to wages, hours, employee and contractor classification, equal opportunity, employment discrimination, disability and other human rights, plant closure or any mass layoff issues, hiring, affirmative action, fair labor standards, leaves of absence, occupational health and safety, workplace safety and insurance, immigration, termination and collective bargaining. (b) Except for matters that, individually and in the aggregate, were not and would not reasonably be expected to be material to the Company Subsidiaryand the Company Subsidiaries, none taken as a whole, as of the employees date of the Company or any Company Subsidiary is represented by a labor union or other labor organization and this Agreement (i) there is no organizational effort currently being made or or, to the knowledge of the Company, threatened by or on behalf of any labor union union, works council, employee committee or representative or other labor organization to organize any employees of the Company or any Company Subsidiary, Subsidiary and (ii) no written demand for recognition of any employees to the knowledge of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) Company, no petition has been filed, nor has any proceeding Proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining or similar representative in the past three (3) years. There is no labor union, works council, employee committee or representative or other labor organization representing employees of the Company or any Company Subsidiary which, pursuant to applicable Law or any applicable collective bargaining agreement or other Contract, must be notified, consulted or with which negotiations are required to be conducted in connection with the transactions contemplated by this Agreement. Neither the Company nor any Company Subsidiary is party to or otherwise bound by any collective bargaining agreement or similar labor Contract with any labor union, works council, employee committee or representative or other labor organization with respect to employees of the Company or any Company Subsidiary. (c) As of the date of this Agreement, except asExcept for matters that, individually or and in the aggregate, has were not resulted in and would not reasonably be expected to result in be material liability to the Company or any and the Company SubsidiarySubsidiaries, taken as a whole, since January 1, 2020, there is no pending or threatened has been no, nor, to the knowledge of the Company, has there been threatened, any (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action (ii) arbitration or event in grievance against the past three Company or any Company Subsidiary involving current or former employees of the Company or any Company Subsidiary or (3iii) years. (d) Except aslitigation, individually administrative charge, agency audit, investigation or in similar Proceeding against the aggregate, has not resulted in and would not reasonably be expected to result in material liability to Company or any Company Subsidiary involving current or former employees of the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (ed) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by Since January 1, 2020, neither the Company and each nor any Company Subsidiary relating to labor mattershas taken any action that triggered Worker Adjustment and Retraining Notification Act of 1988, or any comparable Law.

Employees; Labor Matters. (a) Neither Except as set forth in Section 3.18(a) of the Company Disclosure Letter, (i) neither the Company nor any Company Subsidiary of its Subsidiaries is a party to, to or bound by, or in the process of negotiating, a by any material collective bargaining agreement, work rules or practices, or similar labor-related labor agreement or understanding other material Contract with any labor union union, labor organization or labor organization. works council (beach, a “Collective Bargaining Agreement”), which each such Collective Bargaining Agreement is set forth on Section 3.18(a) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company SubsidiaryDisclosure Letter, (ii) since December 31, 2018, no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or union, labor organization in the past three (3) years and (iii) no petition has been filedorganization, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary of its Subsidiaries has made a demand for recognition or certification, and there are, and since December 31, 2018 have been, no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations board tribunal or commission authority with respect to any individuals employed by the Company or any of any Governmental Entity seeking recognition of a collective bargaining representative in the past three its Subsidiaries and (3iii) years. (c) As of the date of this Agreement, except asas would cause, individually or in the aggregate, a Company Material Adverse Effect, there are no ongoing or threatened union organization or decertification activities relating to employees of the Company or any of its Subsidiaries and no such activities have occurred since December 31, 2018. Since December 31, 2018, there has not resulted in and occurred or, to the Knowledge of the Company, been threatened any strike or any slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity, union organizing campaign, or labor dispute against or involving the Company or any of its Subsidiaries, except as would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except ashave, individually or in the aggregate, a Company Material Adverse Effect. There is, and since December 31, 2018 there has not resulted been, no unfair labor practice complaint, arbitration or grievance or other administrative or judicial complaint, charge, action or investigation pending or, to the Knowledge of the Company, threatened in and would not reasonably be expected to result in material liability to writing against the Company or any Company Subsidiary, of its Subsidiaries by or before the Company and the Company Subsidiaries are in compliance National Labor Relations Board or any other Governmental Authority with all obligations respect to any present or former employee or independent contractor of the Company or any of its Subsidiaries that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. With respect to the transactions contemplated by this Agreement, the Company Subsidiaries and its Subsidiaries, based on information of which the Company has Knowledge prior to the Closing and provided that Parent has complied with its obligations under Section 6.3(d), have satisfied, as of the Effective Time, in all material respects any employment agreementnotice, severance agreementconsultation or bargaining obligations owed to their employees or their employees’ representatives under applicable Law, collective bargaining agreement Collective Bargaining Agreement or any similar employment or labor-related agreement or understandingother Contract. (eb) Since December 31, 2018, there has not occurred or, to the Knowledge of the Company, been threatened any strike, slowdown, work stoppage, concerted refusal to work overtime or other similar labor activity or union organizing campaign with respect to any Employees. There are no labor disputes subject to any formal grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of the Company, threatened with respect to any Employee other than those arising in the ordinary course of business. (c) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary its Subsidiaries have complied in all material respects with all applicable Laws relating to labor mattersemployment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment, discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees and the collection and payment of withholding and/or social security Taxes.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, negotiating a collective bargaining agreement, work rules or practices, agreement or similar labor-related agreement or understanding with any labor union or labor organizationunderstanding. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none None of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and and, to the knowledge of the Company, (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there There is no pending or or, to the knowledge of the Company, threatened (i) strike, lockout, work stoppage, slowdown, picketing or grievance or material labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three five (35) yearsyears and (ii) arbitration, or material grievance against the Company or any Company Subsidiary involving current or former employees, applicants for employment or representatives of employees of the Company or any Company Subsidiary. (d) Except asThe Company and the Company Subsidiaries, except as would not, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the a Company or any Company Subsidiary, the Company and the Company Subsidiaries Material Adverse Effect are in compliance in all material respects with all (i) federal and state laws and requirements respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation and the collection and payment of withholding and/or payroll taxes and similar taxes and (ii) obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties There is no charge or complaint pending or, to the knowledge of the Company, threatened before any Governmental Entity alleging unlawful discrimination in this Section 3.16 are the exclusive representations and warranties employment practices, unfair labor practices or other unlawful employment practices by the Company and each or any of the Company Subsidiaries. (f) To the knowledge of the Company, no executive officer or other key employee of the Company or any Company Subsidiary is subject to any non-compete, non-solicitation, non-disclosure, confidentiality, employment, consulting or similar agreement relating to, affecting or in conflict with the present or proposed business activities of the Company or any Company Subsidiary, except agreements between the Company or one of the Company Subsidiaries and its present and former officers or employees. (g) During the preceding two years, (i) neither the Company nor any Company Subsidiary has effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any Company Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither the Company nor any Company Subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to labor matterstrigger application of any similar state, local or foreign law. No employee of the Company or any of the Company Subsidiaries has experienced an “employment loss,” as defined by the WARN Act or any similar applicable state, local or foreign law, requiring notice to employees in the event of a closing or layoff, within the past ninety days.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and Material Adverse Effect on Theta (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union union, works council or labor other employee organization to organize any employees of the Company Theta or any Company Theta Subsidiary, (ii) there is no pending written demand for recognition of any employees of the Company Theta or any Company Theta Subsidiary has been made by or on behalf of any labor union union, works council or labor other employee organization in the past three (3) years and (iii) there is no pending petition has been filed, nor has any or proceeding been instituted by or on behalf of any employee of the Company or any Company Subsidiary or group of employees of the Company Theta or any Company Theta Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsrepresentative. (cb) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Theta, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company Theta or any Company Theta Subsidiary, and there has been no such action or event in the past three (3) years. (dc) Except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Theta, the Company Theta and the Company Theta Subsidiaries are in compliance with all obligations of the Company Theta or any of the Company Theta Subsidiaries under any collective bargaining agreement, employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (ed) The representations As of date hereof, (i) Theta and warranties the Theta Subsidiaries have consulted with or informed, as applicable, each labor union, trade union, labor organization, works council or employee representative body with respect to which Theta or any of its Subsidiaries was subject to any material requirement or local custom to inform or consult in connection with the transactions contemplated by this Section 3.16 are Agreement, (ii) Theta is not subject to any requirement or local custom to provide employee representation on its board of directors or similar governing body or on the exclusive representations board of directors of Kappa (the "Kappa Board") and warranties (iii) Theta is not in noncompliance with any material requirement to inform or consult with any labor union, trade union, labor organization, works council or employee representative body with respect to the transactions contemplated by the Company and each Company Subsidiary relating to labor mattersthis Agreement.

Employees; Labor Matters. (a) Neither Purchaser has been provided with a list of employee and other service providers of the Company nor any Company Subsidiary is party toCompany, bound bytogether with such individual’s title, hire date, location, whether full- or in part-time, whether active or on leave (and, if on leave, the process nature of negotiatingthe leave and the expected return date), a collective bargaining agreementwhether exempt from the Fair Labor Standards Act, work rules annual salary or practiceswage rate, or similar labor-related agreement or understanding with any labor union or labor organizationand the most recent annual bonus received. (b) As of Except as set forth on the date of this Agreementattached “Employees Schedule,” since January 1, except as2013, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees no member of the Company Group has experienced any union organization attempts, material labor disputes or any Company Subsidiary is represented by a work stoppage or slowdowns due to labor union or other labor organization and (i) there disagreements. There is no organizational effort currently being made labor strike, dispute, work stoppage or slowdown pending or, to the Company’s Knowledge, threatened by against or on behalf of affecting any labor union or labor organization to organize any employees member of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsGroup. (c) As of Except as set forth on the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is attached “Employees Schedule,” no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees member of the Company Group is a party to any labor or any Company Subsidiary, and there has been no such action or event in the past three (3) yearsunion agreement. (d) Except asDuring the three (3) year period immediately before the Closing Date there have not been any material claims by any Company Personnel relating to their employment with the Company, individually including any material claims for compensation or in reinstatement as a consequence of termination of employment. There are no claims of this nature that are pending, threatened or anticipated. To the aggregateCompany’s Knowledge, has not resulted in and would not there are no facts or circumstances that are reasonably be expected likely to result in give rise to any material liability to the dispute involving any Company Personnel, or any employee organization or union representing any such Company SubsidiaryPersonnel, the Company and the Company Subsidiaries are in compliance with all obligations of the Company no such dispute is pending, threatened or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandinganticipated. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by Each member of the Company Group: (i) has complied in all material respects with all applicable laws, codes of conduct, Company Group policies, rules and each practices respecting employment, employment practices and terms and conditions of employment, and (ii) has withheld and reported all amounts required by Law or Contract to be withheld and reported with respect to wages, salaries and other payments to Company Subsidiary relating Group personnel. (f) Each current non-employee Company Personnel is a true contractor and, to labor mattersthe Company’s Knowledge, there are no grounds on which such person could successfully claim to be an employee.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except asExcept as would not be reasonably expected to be, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole (i) as of the date hereof and during the three years preceding the date hereof, (A) there have been no strikes or lockouts with respect to any Company SubsidiaryEmployees, none of the employees of the and no Company or any Company Subsidiary is Employees have been represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiarybargaining representative, (iiB) no written demand for recognition of any employees of the Company or any Company Subsidiary has Employees have been made covered by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three agreement, (3C) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company SubsidiaryKnowledge of Sellers, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action union organizing effort pending or event threatened involving any of the Company Employees, (D) there has been no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Sellers, threatened with respect to any of the Company Employees, and (E) there has been no slowdown, or work stoppage in effect or, to the past three Knowledge of Sellers, threatened with respect to any of the Company Employees, and (3ii) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability with respect to the Company or any Company SubsidiaryEmployees, the Company Sellers and the Company their Subsidiaries are in compliance with all obligations applicable Laws and Orders respecting (A) employment and employment practices, (B) immigration and verification of identity and work authorization, (C) terms and conditions of employment and wages and hours, and (D) unfair labor practices. Neither the Company nor any of its Subsidiaries has conducted any mass layoff or plant closing as contemplated by, and neither the Company nor any of its Subsidiaries has any liabilities under, the Worker Adjustment and Retraining Notification Act of 1998 or any similar state, local or foreign Law as a result of any action taken by Sellers or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingtheir Affiliates. (eb) The representations It is agreed and warranties understood that no representation or warranty is made in respect of labor matters in any Section of this Agreement other than this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters3.11.

Employees; Labor Matters. (a) No employee or former employee of the Company or any of its subsidiaries is owed any wages, benefits or other compensation for past services (other than wages, benefits and compensation accrued in the ordinary course of business during the current pay period and accrued vacation). (b) There are no labor disputes, including, without limitation, charges of unfair labor practices within the meaning of the National Labor Relations Act, pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries by any of its employees. Neither the Company nor any of its subsidiaries has or is knowingly engaged in any unfair labor practices within the meaning of the National Labor Relations Act. Neither the Company Subsidiary nor any of its subsidiaries is presently a party to, or is bound by, or in the process of negotiating, a any collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding union contract with respect to any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to persons employed by the Company or any Company Subsidiaryof its subsidiaries, none of the employees of and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is of its subsidiaries. To the knowledge of the Company, no organizational effort currently organizing activities are presently being made or are threatened by or on behalf of any labor union or labor organization with respect to organize any employees of the Company or any of its subsidiaries. The Company Subsidiaryhas no knowledge of any strikes, (ii) no written demand for recognition of slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of the Company or any Company Subsidiary has of its subsidiaries, and there have been made by no such strikes, slowdowns, work stoppages or on behalf of any labor union or labor organization in lockouts within the past three (3) years years. Each of the Company and (iii) no petition its subsidiaries is in material compliance with all applicable Laws, relating to employment and employment practices, workers' compensation, terms and conditions of employment, worker safety, wages and hours and the Worker Adjustment and Retraining Notification Act. There has been filedno harassment, nor has discrimination, retaliatory act or similar claim against any proceeding been instituted by any officer, director or employee of the Company or any Company Subsidiary or group of employees of the Company or its subsidiaries at any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in time during the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither Section 2.10(a) of the Company nor Seller Disclosure Letter sets forth an accurate and complete list as of the Execution Date of all memberships in any Company Subsidiary is party toemployers’ association, bound by, or in the process of negotiating, a any collective bargaining agreement, work rules works agreement, reconciliation of interests, social plan, any collective bargaining agreement or practicesother agreement with a labor union, works council or like organization, other than any sector- or industry-level collective bargaining or similar agreements relating wholly to employees outside of the United States, that the Vantive Group Entities, or similar labor-related agreement Seller or understanding any of its Subsidiaries are a party to or otherwise bound by with respect to the Business, any Business Employees or any Deferred Vantive Local Business Employee (collectively, the “Labor Agreements”). To the Knowledge of Seller, since March 31, 2021, there have been no activities or proceedings by any individual or group of individuals, including representatives of any labor union organizations or labor organizationunions, to organize any Business Employees or Deferred Vantive Local Business Employee. (b) As Seller has made available to Buyer accurate and complete copies, as of the date time of delivery, of each Labor Agreement listed in Section 2.10(a) of the Seller Disclosure Letter. Except as would not individually or in the aggregate, reasonably be expected to be material to the Vantive Group Entities or the Business, in either case, taken as a whole, Seller and its Subsidiaries are in compliance with all notification and bargaining obligations pursuant to any Labor Agreements arising in connection with the Transaction. The execution and delivery of this AgreementAgreement does not require Seller or the Vantive Group Entities to seek or obtain any consent, engage in consultation with, or issue any notice to or make any filing with (as applicable) any unions, labor organizations, or any governmental labor agency, with respect to the Business, any Business Employee or any Deferred Vantive Local Business Employee. (c) Since March 31, 2021, there has been no (i) strike, lockout, slowdown, work stoppage, picketing or walkout or (ii) unfair labor practice charge filed by a Governmental Entity, or other material labor Action, in each case, pending or, to the Knowledge of Seller, threatened in writing against the Vantive Group Entities or the Business (including Seller and its Subsidiaries in respect of the foregoing) relating to any labor or employment laws or alleging breach of any express or implied contract of employment, wrongful termination or other discriminatory, wrongful or tortious conduct in connection with the employment relationship before or by any Governmental Entity or brought by any other Person, except asas would not, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in be material liability to the Company Vantive Group Entities or any Company Subsidiarythe Business, none of the employees of the Company or any Company Subsidiary is represented by in either case, taken as a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) yearswhole. (d) Except asEach of the Vantive Group Entities, individually or Seller and its Subsidiaries in respect of the aggregateBusiness Employees and Deferred Vantive Local Business Employees, is, and since March 31, 2021, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiarybeen, the Company and the Company Subsidiaries are in compliance in all material respects with all obligations applicable Laws respecting labor, employment and employment practices and terms and conditions of the Company or any of the Company Subsidiaries under any employment agreement(including with respect to employment eligibility, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingemployee classification and immigration). (e) The representations Section 2.10(e) of the Seller Disclosure Letter contains an anonymized list as of the Execution Date of all Business Employees and warranties Deferred Vantive Local Business Employees, including the members of the Vantive Group Entities’ management, stating the engaging entity, the employee’s date of employment, job title, classification as exempt or non- exempt from overtime pay requirements (if applicable), annual salary or hourly wage rate (as applicable), and target annual cash and long-term equity incentive compensation opportunities (if any). No Business Employee at the level of Senior Director and above has given written notice of termination of his/her employment or service relationship as of the Execution Date. As of the Execution Date, the individuals set forth on Section A.2 of the Seller Disclosure Letter constitute all of the individuals that are necessary and sufficient for the ongoing conduct of the Business immediately following the Closing in this all material respects as the Business is currently being conducted, other than (i) the open employment positions as of the Execution Date set forth on Item 7 of Section 3.16 4.1(a)(xvi) of the Seller Disclosure Letter, (ii) the employees of Seller and its Subsidiaries (other than the Vantive Group Entities) who will provide services to Buyer under the Ancillary Agreements and (iii) the employees of Seller and its Subsidiaries (other than the Vantive Group Entities) who are providing or supporting functions that are no longer required as a result of the exclusive representations Vantive Group Entities no longer being Subsidiaries of a publicly traded parent company following the Closing. (f) Since March 31, 2021, none of the Vantive Group Entities has effectuated (i) a “plant closing” (as defined in the WARN Act or any similar term under any analogous applicable Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Vantive Group Entities or (ii) a “mass layoff” (as defined in the WARN Act, or any analogous applicable Law) affecting any site of employment or facility of the Vantive Group Entities. (g) To the Knowledge of Seller, since March 31, 2021, (i) no formal allegations, claims or reports of sexual harassment, misconduct, discrimination or retaliation have been made in writing to Seller or the Vantive Group Entities against or in respect of any Business Employee at the level of Vice President and warranties above, and (ii) none of Seller or the Vantive Group Entities has entered into any settlement agreement related to allegations, claims or reports of sexual harassment, misconduct, discrimination or retaliation by any Business Employee at the Company level of Senior Director and each Company Subsidiary relating to labor mattersabove.

Employees; Labor Matters. (a) No employee or former employee of the Company or any of its subsidiaries is owed any wages, benefits or other compensation for past services (other than wages, benefits and compensation accrued in the ordinary course of business during the current pay period and accrued vacation). (b) There are no labor disputes, including, without limitation, charges of unfair labor practices within the meaning of the National Labor Relations Act, pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries by any of its employees. Neither the Company nor any of its subsidiaries, within the past five years, has or is knowingly engaged in any unfair labor practices within the meaning of the National Labor Relations Act, except where such actions would not have a Company Subsidiary Material Adverse Effect. Neither the Company nor any of its subsidiaries is presently a party to, or is bound by, or in the process of negotiating, a any collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding union contract with respect to any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to persons employed by the Company or any Company Subsidiaryof its subsidiaries, none of the employees of and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is of its subsidiaries. To the knowledge of the Company, no organizational effort currently organizing activities are presently being made or are threatened by or on behalf of any labor union or labor organization with respect to organize any employees of the Company or any of its subsidiaries. The Company Subsidiaryhas no knowledge of any strikes, (ii) no written demand for recognition of slowdowns, work stoppages or lockouts, or threats thereof, by or with respect to any employees of the Company or any Company Subsidiary has of its subsidiaries, and there have been made by no such strikes, slowdowns, work stoppages or on behalf of any labor union or labor organization in lockouts within the past three (3) years years. Each of the Company and (iii) no petition its subsidiaries is in compliance with all applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, worker safety, wages and hours and the Worker Adjustment and Retraining Notification Act, except where such non-compliance would not have a Company Material Adverse Effect. There has been filedno harassment, nor has discrimination, retaliatory act or similar claim against any proceeding been instituted by any officer, director or employee of the Company or any Company Subsidiary or group of employees of the Company or its subsidiaries at any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in time during the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and where any such action would not reasonably be expected to result in material liability to the have a Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) yearsMaterial Adverse Effect. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understanding. (e) The representations and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matters.

Employees; Labor Matters. (a) Neither No Transferred Company or any Subsidiary thereof is party to any collective bargaining, works council or similar agreement concerning wages, hours, working conditions, or the representation of employees, no Business Employee is subject to or covered by any such agreement and neither any Transferred Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with thereof has recognized any labor trade union or labor organizationother employee representative body. (b) As Except as set forth on Section 3.11(b) of the date Seller Disclosure Schedule, and except as required by applicable statutory law, neither the execution, delivery and performance of this Agreement, except as, individually Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or in conjunction with a subsequent event) will result in the aggregate, has not resulted acceleration or creation of any rights of any Business Employee to payments or benefits or increases in and or funding of any payments or benefits or any loan forgiveness. (c) Except as would not reasonably be expected to result in a material liability Liability to any of the Purchaser Indemnified Parties, (i) during the three (3)-year period immediately prior to the Company or any Company Subsidiarydate of this Agreement, none of the employees of the Company or any Company Subsidiary is represented by a labor union there have been no strikes, lockouts, grievances or other labor organization disputes with respect to any Business Employees, and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees the Knowledge of the Company or any Company SubsidiarySellers, none are threatened, and (ii) no written demand for recognition of any employees to the Knowledge of the Company Sellers, the Transferred Companies and their respective Subsidiaries have not experienced any attempt by organized labor to cause the Transferred Companies and their respective Subsidiaries to comply with or any Company Subsidiary has been made by or on behalf conform to demands of any organized labor union or labor organization in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsrelating to non-represented Business Employees. (cd) As Section 3.11(d) of the Seller Disclosure Schedule sets forth a complete list of all written employment or severance agreements (other than agreements based on applicable Law or works customs and/or collective bargaining agreements) to which, as of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the any Transferred Company or any Company Subsidiary, there Subsidiary thereof is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute a party with respect to (i) any executive officer or involving corporate officer or (ii) any employees other current employee whose annual base salary or wages during the current fiscal year will exceed $150,000, in each case of (i) and (ii) which may not be terminated at will, or by giving notice of ninety (90) days or less, without an obligation to pay severance or termination pay, other than severance or termination pay required by applicable Law. Correct and complete copies of the Company or any Company Subsidiary, and there has Contracts listed on Section 3.11(d) of the Seller Disclosure Schedule have been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected made available to result in material liability Purchaser prior to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingdate hereof. (e) Neither any of the Transferred Companies nor any Subsidiary thereof has during the twelve months prior to the date hereof been party to any relevant transfer as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006 or 1981 or similar local legislation (a “Relevant Transfer”). No International Business Employee has transferred to any Transferred Company or Subsidiary thereof under a Relevant Transfer who at any time before the Relevant Transfer: (i) was a member of a defined benefit occupation pension plan; or (ii) was a member of a plan providing an interest in or option over stock where that plan has not been materially replicated. (f) The representations Sellers have made available to Purchaser a complete and warranties in accurate list of all Business Employees as of the date of this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor mattersAgreement.

Employees; Labor Matters. (a) Neither Except as set forth in Section 4.13(a) of the Company nor Seller Disclosure Schedules, none of the Group Companies is a party to or bound by any Company Subsidiary is party tocollective agreements, bound by, or in the process of negotiating, a including collective bargaining agreementagreements (Tarifverträge), work rules or practices, or similar labor-related agreement or understanding works council agreements (Betriebsvereinbarungen) and other agreements with any employee representative body, nor does any of the Group Companies have any labor union representation (Betrienbsrat). The Seller has not established and is not required to establish a works council (ondernemingsraad) or labor organizationanother body or delegation representing (the interests of) the employees of the Seller or the Group Companies, within the meaning of the Dutch Works Council Act (Wet op de ondernemingsraden) or the Dutch European Works Council Act (Wet op de Europese ondernemingsraden) that has authority to render advice regarding the Transaction. (b) As Section 4.13(b) of the date Seller Disclosure Schedules lays out which, if any, labor unions and other employee representative bodies represent or, to the Seller’s Knowledge, purport or attempt to represent any Group Employees. There has not occurred after January 1, 2016, or, to the Seller’s Knowledge, been threatened, any material industrial action such as strike or other similar labor activity with an impact on any the Group Companies. There are no material pending or, to the Seller’s Knowledge, threatened, grievances or labor disputes, including any Proceeding, with respect to any Group Employee or ex-employees or ex-officers of this Agreementthe Group Companies. To the Seller’s Knowledge, except asnone of the Group Companies have engaged in any unfair labor practices that would reasonably be expected, individually or in the aggregate, directly or indirectly, to result in a material liability to the Group Companies. Any and all information or consultation obligations towards the Group Employees or their representatives have been complied with. (c) To the Seller’s Knowledge and to the extent applicable, the Group Companies are in material compliance with all Laws applicable to the Business with respect to the Group Employees and their own policies respecting employment and employment practices, terms and conditions of employment, wages and hours, equal opportunity, civil rights, labor relations, occupational health and safety, collective agreements and arrangements and payroll taxes. (d) None of Seller or the Group Companies are in receipt of a written complaint, demand letter or charge issued by any government agency that alleges a material violation by the Group Companies of any applicable labor and employment Law, including but not limited to working time, remuneration, classification of contractors as employees, labor relations, occupational health and safety or payroll taxes with respect to the Group Employees. None of the Group Companies have: (i) engaged in any plant closing, work force reduction or other action that has not resulted in and would not or could reasonably be expected to result in material material, outstanding liability under applicable Law with respect to the Company employees; or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, (ii) no written demand for recognition of been issued any employees of the Company or notice that any Company Subsidiary has been made by or on behalf of any labor union or labor organization such action is to occur in the past three (3) years and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of future with respect to the Company or any Company Subsidiary or group of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) employees. As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiaryhereof, there is no Proceeding pending or, to the Seller’s Knowledge, threatened against or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute relating to any of the Group Companies with respect to or involving any employees the Group Employees and their own policies respecting employment and employment practices, terms and conditions of the Company or any Company Subsidiaryemployment, working time and there has been no such action or event in the past three (3) years. (d) Except asremuneration, individually or in the aggregateclassification of contractors as employees, has not resulted in equal opportunity, civil rights, labor relations, occupational health and would not reasonably be expected to result in material liability safety and payroll taxes with respect to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingemployees. (e) The representations Seller has no employees. Section 4.13(e) of the Seller Disclosure Schedules contains for each Group Company a true, correct, and warranties complete list of all Group Employees, setting forth in respect of each Group Employee, the identification of the employing entity, the position of the Group Employee, the amount of such Group Employee’s annual salary, social security contributions and maximum performance bonus, and whether such Group Employee is employed on a full-time basis or not. Further, it contains for each Group Company a true, correct, complete and staff breakdown and FTE of all Group Employees, indicating category of employee. No Group Employee is entitled to any termination right or payment as a result of this Section 3.16 Agreement. None of the Group Companies engages individuals other than Group Employees. (f) There are no pending, or to Seller’s Knowledge, threatened, Proceedings involving the exclusive representations and warranties by Seller or any of the Company and each Company Subsidiary Group Companies under any Laws relating to labor mattersor arising out of the employment or service of any employee or deemed employee of any Group Company or the Seller, with respect to deemed employees.

Employees; Labor Matters. (a) Neither the Company nor any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding with any labor union or labor organization. (b) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, none of the employees of the Company or any Company Subsidiary is represented by a labor union or other labor organization and Material Adverse Effect on Theta (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union union, works council or labor other employee organization to organize any employees of the Company Theta or any Company Theta Subsidiary, (ii) there is no pending written demand for recognition of any employees of the Company Theta or any Company Theta Subsidiary has been made by or on behalf of any labor union union, works council or labor other employee organization in the past three (3) years and (iii) there is no pending petition has been filed, nor has any or proceeding been instituted by or on behalf of any employee of the Company or any Company Subsidiary or group of employees of the Company Theta or any Company Theta Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) yearsrepresentative. (cb) As of the date of this Agreement, except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Theta, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute with respect to or involving any employees of the Company Theta or any Company Theta Subsidiary, and there has been no such action or event in the past three (3) years. (dc) Except as, individually or in the aggregate, as has not resulted in and or would not reasonably be expected to result in material liability to the Company or any Company Subsidiarya Material Adverse Effect on Theta, the Company Theta and the Company Theta Subsidiaries are in compliance with all obligations of the Company Theta or any of the Company Theta Subsidiaries under any collective bargaining agreement, employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-labor- related agreement or understanding. (ed) The representations As of date hereof, (i) Theta and warranties the Theta Subsidiaries have consulted with or informed, as applicable, each labor union, trade union, labor organization, works council or employee representative body with respect to which Theta or any of its Subsidiaries was subject to any material requirement or local custom to inform or consult in connection with the transactions contemplated by this Section 3.16 are Agreement, (ii) Theta is not subject to any requirement or local custom to provide employee representation on its board of directors or similar governing body or on the exclusive representations board of directors of Kappa (the “Kappa Board”) and warranties (iii) Theta is not in noncompliance with any material requirement to inform or consult with any labor union, trade union, labor organization, works council or employee representative body with respect to the transactions contemplated by the Company and each Company Subsidiary relating to labor mattersthis Agreement.

Employees; Labor Matters. (a) Neither None of the Company nor Entities is a party to or bound by any Company Subsidiary is party to, bound by, or in the process of negotiating, a collective bargaining agreement, work rules or practices, or similar labor-related agreement or understanding Contract with any labor union or union, labor organization. , works council or other employee representatives (bcollectively, “Company Labor Agreements”) As and, since January 1, 2015, there have not been any and there are currently no labor unions or other organizations or groups representing or purporting or attempting to represent any employees employed by the Company Entities. Since January 1, 2015, there has not occurred or, to the Knowledge of the date Company, been threatened, any material strike, slowdown, picketing, work stoppage, concerted refusal to work or other similar labor activity with respect to any such employees of this Agreementthe Company Entities. There are no labor disputes currently subject to any grievance procedure or Legal Proceeding or, to the Knowledge of the Company, threatened with respect to any such employee, except asfor such events or circumstances that would not reasonably be expected to be, individually or in the aggregate, material to the Company Entities taken as a whole. None of the Company Entities has engaged in any unfair labor practices (within the meaning of the National Labor Relations Act) that would reasonably be expected to, individually or in the aggregate, directly or indirectly result in a material Liability to the Company Entities. The Company Entities are in compliance in all material respects with all statutory obligations to inform and consult with their employees and/or their representatives as might be imposed under applicable Law. To the Knowledge of the Company, neither the announcement nor the consummation of the Transactions will entitle any third party (including any labor union, labor organization, works council or other employee representatives) to notice or consultation rights under any labor agreements. A complete and correct copy of each Company Labor Agreement, including all amendments, side letters and written understandings relating thereto has been made available to the Buyer. (b) There are no terms of employment for employees that provide that a change in control of the Company Entities (however “change in control” may be defined in the applicable document, if at all) shall entitle such employees to treat the change in control as amounting to (i) a breach of the contract, (ii) entitling him or her to any payment or benefit whatsoever, (iii) entitling him or her to treat himself as redundant or dismissed or released from any obligation, or (iv) entitling him or her to the triggering, extending or vesting of any contractual provision. (i) No Key Employee has given or received written notice terminating his or her employment since January 1, 2018; (ii) there are no employment or severance contracts with any employee pursuant to which the employee cannot be terminated upon 60 or fewer days’ prior notice or with severance pay and benefits not exceeding the aggregate amount thereof for the greater of 60 days or two weeks of base pay for each year of service up to a maximum of 6 months; (iii) no material Liability that remains undischarged has been incurred by the Company Entities for breach of any contract of employment or breach of any statutory or equivalent employment right; and (iv) none of the Company Entities is the subject of any pending or threatened action involving one or more employees of the Company Entities that individually or in the aggregate would be material. (d) No Company Entity is in receipt of a written complaint, demand letter or charge issued by a Governmental Entity that alleges a material violation by the Company Entities of any applicable Law respecting employment and employment practices, terms and conditions of employment, wages and hours, equal opportunity, civil rights, labor relations, occupational health and safety or payroll taxes. No Company Entity has, since January 1, 2015, (i) engaged in any plant closing, work force reduction or other action that has resulted in and would not or could reasonably be expected to result in material liability to Liability under the Company Workers Adjustment and Retraining Notification Act or any Company Subsidiaryother applicable foreign, none state or local Law, requiring notice to employees in the event of the employees of the Company a plant closing or any Company Subsidiary is represented by a labor union or other labor organization and (i) there is no organizational effort currently being made or threatened by or on behalf of any labor union or labor organization to organize any employees of the Company or any Company Subsidiary, layoff; (ii) no been issued any written demand for recognition of notice that any employees of the Company or any Company Subsidiary has been made by or on behalf of any labor union or labor organization such action is to occur in the past three (3) years and future with respect to the employees; or (iii) no petition has been filed, nor has any proceeding been instituted by any employee failed to comply in all material respects with all applicable requirements of the Company or any Company Subsidiary or group Immigration Reform and Control Act and the Consolidated Omnibus Budget Reconciliation Act of employees of the Company or any Company Subsidiary with any labor relations board or commission of any Governmental Entity seeking recognition of a collective bargaining representative in the past three (3) years. (c) As of the date of this Agreement, except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, there is no pending or threatened strike, lockout, work stoppage, slowdown, picketing or grievance or labor dispute 1987 with respect to or involving any employees of the Company or any Company Subsidiary, and there has been no such action or event in the past three (3) years. (d) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company or any Company Subsidiary, the Company and the Company Subsidiaries are in compliance with all obligations of the Company or any of the Company Subsidiaries under any employment agreement, severance agreement, collective bargaining agreement or any similar employment or labor-related agreement or understandingemployees. (e) The representations Company has delivered to the Buyer a list of all Key Employees and warranties in this Section 3.16 are the exclusive representations and warranties by the Company and each Company Subsidiary relating to labor matterstheir respective current base compensation.