Common use of Employees; Labor Matters Clause in Contracts

Employees; Labor Matters. (a) Sellers have, to the extent permitted under applicable Law, made available to Purchaser a true, correct and complete list as of the date hereof of all Business Employees, including such individual’s employee identification number, job title or function, job location, grade, current salary or wage, all incentive compensation paid to such individual for calendar year 2011 (with respect to a Business Employees located in the United States only), and current status (as to leave or disability status, full-time or part-time, exempt or nonexempt, and temporary or permanent status). (b) As of the date hereof, (i) none of the Business Employees are represented by any union, works council or other entity, (ii) there are no pending or, to the Knowledge of Parent, threatened, strikes or lockouts with respect to any Business Employees, (iii) to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of Parent, threatened, with respect to the Business Employees. Except for such matters that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with respect to the Business Employees, and (ii) with respect to the Business Employees, Sellers and their Subsidiaries are in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all required approvals and consents from any and all such unions, works councils and other entities, and, to the Knowledge of Parent, there are no legal or contractual claims that may be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of Purchaser. (c) Except as, individually or in the aggregate, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule is in violation in any material respect of any term of any employment agreement, nondisclosure agreement or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Business. (d) No member of the Education Group has any unsatisfied Liabilities or is reasonably expected to incur any Liabilities under the Worker Adjustment and Retraining Notification Act of 1998 or any similar applicable state, local or foreign Law (collectively, “WARN”) as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated hereby.

Employees; Labor Matters. (a) Sellers have, to the extent permitted under applicable Law, Seller has made available to Purchaser Buyer a truelist, correct and complete list dated as of a date no earlier than ten (10) days prior to the date hereof of this Agreement, of all Business Employees, including such individual’s employee identification numberthe names, job title or function, job location, gradedate of hire, current salary or wagerate of compensation, all incentive compensation paid to such individual for calendar year 2011 employment status (with respect to a Business Employees located in the United States onlyi.e., active, disabled, on authorized leave and reason therefor), department, title, whether covered by a collective bargaining agreement and current status (as to leave or disability statuswhether full-time, fullpart-time or partper-timediem. Such list, exempt or nonexemptredacted to delete current rate of compensation and the reason for an employment status that is other than active status, and temporary or permanent statusis attached as Disclosure Schedule Section 3.14(a). (b) As Except as set forth in Disclosure Schedule Section 3.14(b), the Stations are not subject to or bound by any labor agreement or collective bargaining agreement. To the Knowledge of the date hereofSeller, there is no activity involving any Employee seeking to certify a collective bargaining unit or engaging in any other organizational activity. (c) Except as set forth in Disclosure Schedule Section 3.14(c), (i) none of Seller is not engaged in any unfair labor practice at any Station or with respect to any Employee that would reasonably be expected to materially adversely affect the Business Employees are represented by any union, works council or other entity, Stations; (ii) there are no labor strikes, material labor disputes, concerted work stoppages or lockouts pending or, to the Knowledge of ParentSeller, threatened, strikes or lockouts with respect to any Business Employees, threatened at the Station; (iii) there are no grievances, complaints or other legal proceedings pending, or to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of ParentSeller, threatened, against Seller in connection with respect to the Business Employees. Except for such matters employment of its employees, except that have not had or would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with respect to the Business Employees, material liability; and (iiiv) with respect to Seller has operated the Business Employees, Sellers and their Subsidiaries are Stations in compliance with all applicable Laws respecting (A) employment labor and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult Laws in connection with the unions, works councils and/or other entities representing the Business Employees, employment of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained its employees in all required approvals and consents from any and all such unions, works councils and other entities, and, to the Knowledge of Parent, there are no legal or contractual claims that may be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of Purchasermaterial respects. (c) Except as, individually or in the aggregate, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule is in violation in any material respect of any term of any employment agreement, nondisclosure agreement or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Business. (d) No member of the Education Group has any unsatisfied Liabilities or is reasonably expected to incur any Liabilities under the Worker Adjustment and Retraining Notification Act of 1998 or any similar applicable state, local or foreign Law (collectively, “WARN”) as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated hereby.

Employees; Labor Matters. (a) Sellers haveExcept as set forth on Schedule 2.11, Seller and the High Plains Entities have complied in all material respects with all labor and employment laws, rules and regulations applicable to the Business, including those which relate to wages, hours, terms and conditions of employment, discrimination in employment and collective bargaining, equal opportunity, harassment, immigration, disability, workers’ compensation, unemployment compensation and occupational health and safety. Except as set forth on Schedule 2.11, there is, and since January 1, 2012 there has been, no unfair labor practice charge against Seller or the High Plains Entities in respect of the Business pending or, to Seller’s Knowledge, threatened before the extent permitted under applicable LawNational Labor Relations Board, made available any state labor relations board or any court or tribunal, nor has any written complaint pertaining to Purchaser a trueany such charge or potential charge been filed against Seller or the High Plains Entities, correct and complete list as there is, and for the past three (3) years has been, no strike, labor dispute, request for representation, slowdown or stoppage pending or, to Seller’s Knowledge, threatened in respect of the date hereof of all Business Employees, including such individual’s employee identification number, job title or function, job location, grade, current salary or wage, all incentive compensation paid to such individual for calendar year 2011 (with respect to a Business Employees located in the United States only), and current status (as to leave or disability status, full-time or part-time, exempt or nonexempt, and temporary or permanent status)Business. (b) As of Other than the date hereofcollective bargaining agreements set forth on Schedule 2.11 (the “Collective Bargaining Agreements”), (i) none of Seller and the Business Employees High Plains Entities are represented by any union, works council or other entity, (ii) there are no pending or, to the Knowledge of Parent, threatened, strikes or lockouts with respect not party to any Business Employeescollective bargaining, (iii) to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of Parent, threatened, similar agreement with respect to the Business Employees, and, to Seller’s Knowledge, other than the Labor Unions parties to the Collective Bargaining Agreements (“Labor Unions”), no union or other labor organization represents or claims to represent or is attempting (or within the past three (3) years has attempted) to organize such employees. To Seller’s Knowledge, there are, and for the past three (3) years have been, no ongoing or threatened union decertification activities relating to Employees. Except for such matters that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with With respect to the Business Employees, and (ii) with respect to the Business Employees, Sellers and their Subsidiaries are in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all any notice required approvals and consents from under any law or Collective Bargaining Agreement has been or prior to Closing will be given, and all such unions, works councils and other entities, and, bargaining obligations have been or prior to the Knowledge of Parent, there are no legal or contractual claims that may Closing will be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of Purchasersatisfied. (c) Except as, individually or in the aggregate, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule is in violation in any material respect of any term of any employment agreement, nondisclosure agreement or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Business. (d) No member of the Education Group has any unsatisfied Liabilities or is reasonably expected to incur any Liabilities under the Worker Adjustment and Retraining Notification Act of 1998 or any similar applicable state, local or foreign Law (collectively, “WARN”) as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated hereby.

Employees; Labor Matters. (a) Sellers have, to the extent permitted under applicable Law, Parent has made available to Purchaser a truein the Data Room each Business Employee’s (i) name, correct and complete list as of the date hereof of all Business Employees(ii) job title, including such individual’s employee identification number, job title or function, job (iii) work location, grade, current (iv) annual salary or wage, all incentive compensation paid to such individual for calendar year 2011 hourly rate (with respect to a Business Employees located in the United States onlyas applicable), and current status (as to leave or disability statusv) bonus entitlement, full-time or part-time(vi) if applicable, exempt or nonexemptnon-exempt status under the Fair Labor Standards Act, and temporary or permanent status(vii) employing entity if other than the Transferred Entities (the “Employee Information List”). (b) As Section 4.12(b) of the date hereof, (i) none Parent Disclosure Schedule lists all CBAs to which any of the Transferred Entities or Sellers or their Affiliates (with respect to the Business) are a party or by which they are bound. Except as set forth on Section 4.12(b) of the Parent Disclosure Schedule, no Business Employees are represented by any a labor union, works council or other entitylabor organization respecting their employment. With respect to the transactions contemplated by this Agreement, as of the Closing, any notice to Business Employees or their representatives required under any CBA or Law has been given, and all consultation, bargaining and other obligations have been satisfied. (iic) there are Except as set forth on Section 4.12(c) of the Parent Disclosure Schedule, since the date that is three (3) years prior to the date hereof, no pending strikes, lockouts, stoppages, work slowdowns, or other material labor disputes have occurred or, to the Knowledge of Parent, threatened, strikes or lockouts have been threatened with respect to any Business Employees, (iii) to the Knowledge of Parent, there is no material union organizing effort pending Employees or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of Parent, threatened, with respect to the Business Employees. Except for such matters that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with respect to the Business Employees, and (ii) with respect to the Business Employees, Sellers and their Subsidiaries are in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all required approvals and consents from any and all such unions, works councils and other entities, and, to the Knowledge of Parent, there are no legal or contractual claims that may be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of Purchaser. (c) Except as, individually or in the aggregate, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, there are, and since the date that is three (3) years prior to the date hereof have been, no pending or threatened labor organizing activities involving any Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule is in violation in any material respect of any term of any employment agreement, nondisclosure agreement Employees or noncompetition agreement, which violation has or could reasonably be expected have a material effect on otherwise affecting the Business. (d) No member The Transferred Entities and Sellers and their Affiliates (with respect to the Business) are, and since the date that is three (3) years prior to the date hereof have been, in compliance in all material respects with all applicable Laws relating to employment and labor. To the Knowledge of Parent, there has not been any sexual harassment allegations made against any officer or management Business Employee since the Education Group has date that is three (3) years prior to the date hereof. Neither the Transferred Entities nor Sellers or their Affiliates reasonably expect any unsatisfied Liabilities material Liability with respect to any such allegations. (e) Neither the Transferred Entities nor with respect to the Business, Sellers or is reasonably expected to incur their Affiliates, have any Liabilities outstanding Liability under the federal Worker Adjustment and Retraining Notification Act of 1998 1988 or any similar applicable state, local or foreign Law (collectively, the “WARNWARN Act”). No material employee layoffs, closures, furloughs or other material workforce changes affecting Business Employees (or individuals who would have been Business Employees but for such workforce change) has occurred since March 1, 2020 or is currently contemplated, planned or announced, solely as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated herebyCOVID-19.

Employees; Labor Matters. (a) Sellers have, to the extent permitted under applicable Law, Seller has made available to Purchaser Buyer a truelist, correct and complete list dated as of a date no earlier than five (5) days prior to the date hereof of this Agreement, of all Business Employees, including such individual’s employee identification numberthe names, job title or function, job location, gradedate of hire, current salary or wagerate of compensation, all incentive compensation paid to such individual for calendar year 2011 employment status (with respect to a Business Employees located in the United States onlyi.e., active, disabled, on authorized leave and reason therefor), department, title, whether covered by a collective bargaining agreement and current status (as to leave or disability statuswhether full-time, fullpart-time or partper-timediem. Such list, exempt or nonexemptredacted to delete current rate of compensation and the reason for an employment status that is other than active status, and temporary or permanent statusis attached as Disclosure Schedule Section 3.14(a). (b) As Except as set forth in Disclosure Schedule Section 3.14(b), none of the date hereofStations are subject to or bound by any labor agreement or collective bargaining agreement. To the Knowledge of Seller, there is no activity involving any Employee seeking to certify a collective bargaining unit or engaging in any other organizational activity. (c) Except as set forth in Disclosure Schedule Section 3.14(c), (i) none of the Business Employees are represented by Seller is not engaged in any union, works council or other entity, unfair labor practice that would reasonably be expected to have a Material Adverse Effect; (ii) there are no labor strikes, material labor disputes, concerted work stoppages or lockouts pending or, to the Knowledge of ParentSeller, threatened, strikes or lockouts with respect to any Business Employees, ; (iii) there are no grievances, complaints or other legal proceedings pending, or to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of ParentSeller, threatened, against Seller in connection with respect to the Business Employees. Except for such matters employment of their respective employees, except that have not had or would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with respect to the Business Employees, material liability; and (iiiv) with respect to the Business Employees, Sellers and their Subsidiaries are Seller is in compliance with all applicable Laws respecting (A) employment labor and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult laws in connection with the unionsemployment of their respective employees, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser except for any failure to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all required approvals and consents from any and all such unions, works councils and other entities, and, to the Knowledge of Parent, there are no legal or contractual claims comply that may be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of Purchaser. (c) Except as, individually or in the aggregate, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule is result in violation in any material respect of any term of any employment agreement, nondisclosure agreement or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Businessliability. (d) No member of the Education Group has any unsatisfied Liabilities or is reasonably expected to incur any Liabilities under the Worker Adjustment and Retraining Notification Act of 1998 or any similar applicable state, local or foreign Law (collectively, “WARN”) as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated hereby.

Employees; Labor Matters. (a) All of the persons employed by the Company or by Sellers have, to in the extent permitted under applicable Law, made available to Purchaser a true, correct and complete list Business as of the date hereof of all Business Employeeshereof, including all workers in the European Union who provide services to Sellers or the Company who may have a right to transfer to Purchaser pursuant to the Acquired Rights Directive (the “Employees”), are listed on Schedule 4.16(a), which accurately and completely lists all such individualEmployees and shows for each as of that date the Employee’s employee identification numbername, job title or functiondescription, job service date, legal employer, physical location, gradebirth date, current salary or wage, all incentive compensation paid to such individual for calendar year 2011 employment status (with respect to including leave type if on a Business Employees located in the United States onlyleave of absence), and current employment type, status (as to leave or disability status, a full-time or part-timetime Employee, exempt salary level (including any bonus, commission, incentive or nonexemptdeferred compensation arrangements other than any such arrangements under which payments are at the discretion of the Business and for which a pattern of payment has not been established). To the Knowledge of Sellers, and temporary no Employee or permanent status)group of Employees has any plans to terminate employment with the Company or the Business or enter into any business that would compete with or would be similar to the Business. (b) As Other than as disclosed on Schedule 4.16(b), neither the Company nor any of the date hereof, (i) none Sellers is a party to or bound by any collective bargaining agreement with respect to the Employees of the Business Employees are represented by any unionBusiness, works council or other entity, (ii) and there are no pending labor or collective bargaining agreements that otherwise pertain to Employees of the Business. The Business has not experienced any, and to the Knowledge of Sellers, there are no threatened, strikes, grievances, discrimination or harassment charges, claims of unfair labor practices or other collective bargaining disputes. Within the past two (2) years, there has been no organizational effort being made or threatened, and there is currently no organizational effort being made or, to the Knowledge of ParentSellers, threatened, strikes by or lockouts on behalf of any labor union with respect to Employees of the Business. Other than as disclosed on Schedule 4.16(b), no Employees are represented by a works council or required to be represented by a works council. There is no successorship clause (or similar clause) in any Business Employees, (iii) labor or collective bargaining agreement applicable to any Seller relating to the Knowledge Business, and there will be, as of Parentand after Closing, there is no material union organizing effort pending legal obligation for Purchaser or threatened involving the Business Employees and (iv) there is no material slowdownany of its Affiliates to recognize any collective bargaining organization or deal collectively with any such organization under any such agreement, or material work stoppage in effect or, to the Knowledge of Parent, threatenedassume any such agreement. (c) Except as set forth on Schedule 4.16(c), with respect to the Business Employees. Except for such matters that have not had or would not reasonably be expected to haveBusiness, individually or in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with respect to the Business EmployeesCompany and Sellers are, and (ii) with respect to the Business Employeeshave been, Sellers and their Subsidiaries are in compliance compliance, in all material respects, with all applicable Applicable Laws respecting (A) employment and employment practicespractices (including all immigration laws of the United States), (B) terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice. (Cd) Schedule 4.16(d) lists all Employees of Seller who are employed in the Business in the United States, European Union and Latin America pursuant to an Employment Agreement. No Employees of the Company are employed in the Business pursuant to a formal written Employment Agreement. No verbal agreement or provision contained in an employment offer letter from the Company to an Employee creates an employment relationship or condition that is not terminable on reasonable notice in accordance with Applicable Law. (e) Except as set forth on Schedule 4.16(e), there are no claims pursuant to any Applicable Laws related to the Employees or former employees of the Business, including employment standards, human rights, labor relations, occupational health and safety, workers’ compensationcompensation of pay equity. To the Knowledge of Sellers, occupational safety and healthnothing has occurred that might lead to a claim under any such Applicable Law. Except as set forth on Schedule 4.16(e), immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all required approvals and consents from any and all such unions, works councils and other entities, andthere are no pending nor, to the Knowledge of ParentSellers, there threatened claims under any such Applicable Laws. There are no legal outstanding decisions, orders or contractual claims that may be asserted by settlements or pending settlements which place any union, works council, other entity representing obligation upon the Business Employees, Company or by Sellers to do or refrain from doing any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect act related to any action or inaction taken (or omitted) by or at the direction of Purchaser. (c) Except as, individually or in the aggregate, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule is in violation in any material respect of any term of any employment agreement, nondisclosure agreement or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Business. (df) No member All current assessments under Applicable Laws related to workers’ compensation affecting the Company and all of its contractors and subcontractors have been paid or accrued by the Education Group Company. The Company has not been and is not subject to any unsatisfied Liabilities additional penalty assessment under such legislation that has not been paid or is reasonably expected to incur any Liabilities under the Worker Adjustment and Retraining Notification Act has been given notice of 1998 or any similar applicable state, local or foreign Law (collectively, “WARN”) as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated herebyaudit.

Employees; Labor Matters. (a) Sellers haveExcept as set forth on Schedule 2.11, Seller and the High Plains Entities have complied in all material respects with all labor and employment laws, rules and regulations applicable to the Business, including those which relate to wages, hours, terms and conditions of employment, discrimination in employment and collective bargaining, equal opportunity, harassment, immigration, disability, workers’ compensation, unemployment compensation and occupational health and safety. Except as set forth on Schedule 2.11, there is, and since January 1, 2012, there has been, no unfair labor practice charge against Seller or the High Plains Entities in respect of the Business pending or, to Seller’s Knowledge, threatened before the extent permitted under applicable LawNational Labor Relations Board, made available any state labor relations board or any court or tribunal, nor has any written complaint pertaining to Purchaser a trueany such charge or potential charge been filed against Seller or the High Plains Entities, correct and complete list as there is, and for the past three (3) years has been, no strike, labor dispute, request for representation, slowdown or stoppage pending or, to Seller’s Knowledge, threatened in respect of the date hereof of all Business Employees, including such individual’s employee identification number, job title or function, job location, grade, current salary or wage, all incentive compensation paid to such individual for calendar year 2011 (with respect to a Business Employees located in the United States only), and current status (as to leave or disability status, full-time or part-time, exempt or nonexempt, and temporary or permanent status)Business. (b) As of Other than the date hereofcollective bargaining agreements set forth on Schedule 2.11 (the “Collective Bargaining Agreements”), (i) none of Seller and the Business Employees High Plains Entities are represented by any union, works council or other entity, (ii) there are no pending or, to the Knowledge of Parent, threatened, strikes or lockouts with respect not party to any Business Employeescollective bargaining, (iii) to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of Parent, threatened, similar agreement with respect to the Business Employees, and, to Seller’s Knowledge, other than the Labor Unions parties to the Collective Bargaining Agreements (“Labor Unions”), no union or other labor organization represents or claims to represent or is attempting (or within the past three (3) years has attempted) to organize such employees. To Seller’s Knowledge, there are, and for the past three (3) years have been, no ongoing or threatened union decertification activities relating to Employees. Except for such matters that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with With respect to the Business Employees, and (ii) with respect to the Business Employees, Sellers and their Subsidiaries are in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all any notice required approvals and consents from under any law or Collective Bargaining Agreement has been or prior to Closing will be given, and all such unions, works councils and other entities, and, bargaining obligations have been or prior to the Knowledge of Parent, there are no legal or contractual claims that may Closing will be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of Purchasersatisfied. (c) Except asSchedule 2.11(c) sets forth a complete and correct list of each deferred compensation, individually incentive compensation, stock purchase, stock option, retention, severance or in the aggregatetermination pay, would not hospitalization or would not reasonably other medical, life, or other insurance, supplemental unemployment benefits, profit-sharing, 401(k), pension or retirement plan, program or agreement, and each other material employee benefit plan, program, agreement, contract or policy, that currently is sponsored, maintained, or contributed to or required to be expected contributed to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group by Seller or any of their Affiliates has High Plains Entity or by any direct trade or indirect liabilitybusiness, whether actual or contingentnot incorporated (an “ERISA Affiliate”), that together with respect to Seller or any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt High Plains Entity would be deemed a “single employer” within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As Section 414 of the date hereof, to the Knowledge of Parent, no Business Employee listed on Code or Section 3.11(c4001(b)(1) of the Seller Disclosure Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for the benefit of any Employee (collectively with the employment agreements or severance agreements referenced in Section 1.1(d), the “Benefit Plans”). Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, no Business Employee listed on Section 3.11(c2.11(c) identifies each of the Seller Disclosure Schedule Benefit Plans that is an “employee welfare benefit plan” or “employee pension benefit plan” as such terms are defined in violation in any material respect of any term of any employment agreement, nondisclosure agreement or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Business. (dSections 3(1) No member of the Education Group has any unsatisfied Liabilities or is reasonably expected to incur any Liabilities under the Worker Adjustment and Retraining Notification Act of 1998 or any similar applicable state, local or foreign Law (collectively, “WARN”) as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated hereby.3(2)

Employees; Labor Matters. (a) Sellers have, to Section 4.9(a) of the extent permitted under applicable Law, Seller Disclosure lists each Business Employee as of the date of this Agreement by name or employee identification number and work location. Seller has made available to Purchaser a true, correct and complete list census containing the following information for each such Business Employee as of the date hereof of all Business Employees, including this Agreement (solely to the extent such disclosure is permitted by applicable Law without the individual’s consent): (i) name or employee identification number, ; (ii) job title or function, job title; (iii) work location, grade, current ; (iv) annual salary or wage, all incentive compensation paid to such individual hourly rate (as applicable); (v) target annual bonus percentage for calendar year 2011 2021; (with respect to a Business Employees located in the United States only), and current status (as to leave or disability status, full-time or part-timevi) if applicable, exempt or nonexemptnon-exempt status under the Fair Labor Standards Act; and (vii) employing entity if other than the Transferred Entities, and temporary or permanent statusin each case as of the date of this Agreement (the “Business Employee Census”). (b) As None of Seller or any of its Subsidiaries is party to or bound by any collective bargaining agreements Related to the Business as of the date hereofof this Agreement, (i) none and no Business Employees, in connection with their employment with Seller or any of the Business Employees its Affiliates, are covered by a collective bargaining agreement or represented by any uniona labor union or works council. To the Knowledge of Seller, works council or other entity, (ii) there are no pending or, to the Knowledge of Parent, threatened, strikes or lockouts with respect to any Business Employees, (iii) to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of Parent, threatened, with respect to current unionizing activities among the Business Employees. . (c) Except for such matters that have not had or as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect: , during the past three (i3) there is years through the date hereof, no unfair labor practice, labor dispute (other than routine individual grievances) strikes or labor arbitration proceeding pending work stoppages have occurred or, to the Knowledge of ParentSeller, been threatened with respect against or affecting the Transferred Entities or the Business. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, (i) to the Business Employeesextent related to the Business, Seller and its Affiliates have been in compliance with all applicable Laws relating to employment of labor, and (ii) with respect to the Business Employees, Sellers and their Subsidiaries Transferred Entities are in compliance with all applicable Laws respecting (A) relating to employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all required approvals and consents from any and all such unions, works councils and other entities, and, to the Knowledge of Parent, there are no legal or contractual claims that may be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of Purchaser. (c) Except as, individually or in the aggregate, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole, with respect to the operation of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amended, and the regulations thereunder, or with respect to any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employmentlabor. To the Knowledge of ParentSeller, no Business Employee listed on Section 3.11(c) none of the employment policies or practices of Seller Disclosure Schedule is in violation in or any material of its Subsidiaries with respect of any term of any employment agreement, nondisclosure agreement to Business Employees are currently being audited or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Businessinvestigated. (de) No member Notwithstanding any other provisions in this Agreement, Purchaser acknowledges and agrees that the representations and warranties contained in Section 4.8 and this Section 4.9 are the sole and exclusive representations and warranties given by Seller with respect to labor and employment matters, and no other provisions of the Education Group has any unsatisfied Liabilities or is reasonably expected to incur any Liabilities under the Worker Adjustment and Retraining Notification Act of 1998 this Agreement or any similar applicable state, local Ancillary Agreement shall be interpreted as containing any representation or foreign Law (collectively, “WARN”) as a result of any action taken by Sellers or any of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated herebywarranty with respect thereto.

Employees; Labor Matters. (a) Sellers The Company does not currently have, to the extent permitted under applicable Lawand has not had any employees since 1986. The Company has not misclassified any Person as an independent contractor, made available to Purchaser a truetemporary employee, correct and complete list leased employee or any other servant or agent compensated other than through reportable wages as an employee of the date hereof Company and no such Person has been improperly excluded from any Employee Benefit Plan. All Persons classified by the Company as independent contractors satisfy and have at all times satisfied the applicable Requirements of all Business Employees, including such individual’s employee identification number, job title or function, job location, grade, current salary or wage, all incentive Law to be so classified; the Company has fully and accurately reported its compensation paid on IRS Forms 1099 when required to such individual for calendar year 2011 (do so; and the Company does not have any obligations to provide benefits with respect to such Persons under Employee Benefit Plans or otherwise. No individuals are currently providing, or have ever provided, services to the Company pursuant to a Business Employees located in leasing agreement or similar type of arrangement, nor has the United States only), and current status (as to leave or disability status, full-time or part-time, exempt or nonexempt, and temporary or permanent status)Company entered into any arrangement whereby services will be provided by such individuals. (b) As of the date hereof, (i) none of the Business Employees are represented by The Company is not a party to or subject to any union, works council collective bargaining agreement or other entity, (ii) there agreement with a labor union. There are no strikes, work stoppages or unfair labor practice charges or grievances or other labor disputes pending or, to Seller’s Knowledge, overtly threatened against, involving or affecting the Knowledge of Parent, threatened, strikes or lockouts with respect to any Business Employees, (iii) to the Knowledge of Parent, there is no material union organizing effort pending or threatened involving the Business Employees and (iv) there is no material slowdown, or material work stoppage in effect or, to the Knowledge of Parent, threatened, with respect to the Business Employees. Except for such matters that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened with respect to the Business Employees, and (ii) with respect to the Business Employees, Sellers and their Subsidiaries are in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) workers’ compensation, occupational safety and health, immigration, affirmative action and employee privacy, (D) unfair labor practices and (E) pay equity and the collection and payment of withholding, social security and other Taxes. Sellers and their Affiliates have complied with all legal and/or contractual obligations to notify and/or consult with the unions, works councils and/or other entities representing the Business Employees, of the intention of Sellers and Purchaser to enter into this Agreement and the other transactions contemplated by this Agreement, and have obtained all required approvals and consents from any and all such unions, works councils and other entities, and, to the Knowledge of Parent, there are no legal or contractual claims that may be asserted by any union, works council, other entity representing the Business Employees, or by any employee or employee group, which could prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement; provided, however, that the representation in this sentence shall not apply with respect to any action or inaction taken (or omitted) by or at the direction of PurchaserCompany. (c) Except asThe Company is in compliance in all material respects with all applicable Laws, individually or in Contracts, policies, plans and programs relating to employment, employment practices, wages, hours, collective bargaining, unemployment insurance, workers’ compensation, equal employment opportunity, age and disability discrimination, the aggregatepayment withholding of Taxes, would not or would not reasonably be expected to be, material to the Education Group, including the Transferred Companies hiring and their Subsidiaries, taken as a whole, with respect to the operation consideration of the Business, none of Sellers, any member of the Education Group or any of their Affiliates has any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt within the meaning of the Fair Labor Standards Act of 1933, as amendedapplicants for employment, and the regulations thereundertermination of employment, or with respect to including, but not limited to, any employee leased from another employer. As of the date hereof, to the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule has given notice of his or her intent to terminate employment. To the Knowledge of Parent, no Business Employee listed on Section 3.11(c) of the Seller Disclosure Schedule is in violation in any material respect of any term of any employment agreement, nondisclosure agreement or noncompetition agreement, which violation has or could reasonably be expected have a material effect on the Business. (d) No member of the Education Group has any unsatisfied Liabilities or is reasonably expected to incur any Liabilities under obligations pursuant to: the Worker Adjustment and Retraining Notification Act of 1998 1988 and similar state or local law; the Fair Labor Standards Act and similar state or local law; the Immigration Reform and Control Act of 1986 and similar state or local law; Title VII of the Civil Rights Act of 1964, as amended, and similar state or local law; the Employee Retirement Income Security Act and similar state or local law; the Americans with Disabilities Act and similar state or local law; the Age Discrimination in Employment Act and similar state or local law; the Older Worker Benefit Protection Act and similar state or local law; the National Labor Relations Act and similar state or local law; the Family and Medical Leave Act and similar state or local law; and any similar applicable stateother state or local employment non-discrimination laws or statutes. Other than those matters disclosed in Schedule 3.7(c), local there are no material complaints, charges or foreign Law (collectivelyclaims against the Company pending or, “WARN”) as a result to the Knowledge of the Seller, threatened to be brought or filed with any public or Governmental Entity, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the employment by Company of any action taken by Sellers individual, or any the termination of their Affiliates, including actions taken at the written direction of Parent or as a result of any of the transactions contemplated herebysuch employment.