Common use of Employees; Labor Relations Clause in Contracts

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except Schedule 4.13(a) of this Agreement contains, as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesdates shown on such Schedule, accurate and complete information as to names and rates of compensation (ii) no unfair labor practice charge or sexwhether in the form of salaries, agebonuses, race commissions or other discrimination claim has been brought during the last five (5supplemental compensation now or hereafter payable) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by all employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the Business (grouped by categories as indicated thereon), together with information as to any employment contracts or severance arrangements with any such employees, any arrangements involving the indebtedness of labor, including, without limitation, those relating such employees to wages, hours Seller and collective bargainingany arrangements involving the indebtedness of Seller to such employees in any amount. (b) Except as disclosed described on Schedule 4.13(b) of this Agreement, to Seller’s knowledge, since December 31, 2005, there has been no material adverse change in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, the relationship of employees of the Business with Seller nor any strike or material labor disturbance by any such employees affecting Seller. Seller has filed and/or submitted all documents required no collective bargaining, union or labor agreements, contracts or other arrangements with any group of it as an employeremployees, including, without limitation, those required labor union or employee representative and Seller does not know of any organization effort currently being made or threatened by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment or on behalf of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate any labor union with respect to pay all wages and other employment related obligationsemployees of Seller. (c) Except as disclosed set forth on Schedule 4.13(c), the Company is not a party to any employment or consulting agreement and there are no bonus, commission or other incentive compensation programs in SECTION 2.20 OF THE DISCLOSURE SCHEDULEeffect for its employees or agents. In addition, Seller has not executed any outstanding waivers except as set forth on Schedule 4.13(c), there is no employment handbook, personnel policy manual, or comparable consents regarding the application of the statute of limitations for any labor and employmentsimilar document that creates rights to continued employment or similar employee-related obligation (and no extensions have been executed on its behalf)obligations. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEset forth on Schedule 4.13(d), no audits, investigative the Company is not a party to any collective bargaining agreement or other administrative proceedings agreement or court proceedings are presently pending orarrangement regarding union activity, and the Company is not the subject of any union organizing activity. Seller has not experienced, and Seller does not know or have reasonable grounds to the Knowledge know of any basis for, any strike, material labor trouble, work stoppage, slow down or other interference with or impairment of Seller’s Business. Seller is, threatenedand has at all times been, in compliance, in all material respects, with regard to all applicable statutes, rules, laws, regulations, rulings and the like respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any obligation of Seller as an employerunfair labor practices. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEdescribed on Schedule 4.13(e), (i) Seller does not provide, nor is it obligated to provide, directly or indirectly, any benefits for employees, including, without limitation, any pension, profit sharing, deferred compensation, severance pay or other severance obligations, stock option, retirement, bonus, hospitalization, insurance, vacation or other employee benefits under any practice, agreement or understanding; and (ii) Seller has not received had and does not now maintain any written decision, ruling and/or order from a government agency and/or its representative or a court _employee benefit plan_ (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related as that term is defined in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(sSection 3(3) of the EmployeesEmployment Retirement Income Security Act of 1974 as amended), on behalf of Seller or any other party, which covers or covered any employees or former employees of Seller.

Employees; Labor Relations. (a) Except for BKEP Management, Inc., a Texas corporation, none of the Partnership or any subsidiary of the Partnership has, or ever has had, any employees. (b) BKEP GP Management has not incurred nor is it obligated to pay any costs related to the Business Employees that are not reimbursable by the Partnership. All Business Employees characterized and treated by BKEP GP Management, the Partnership and the subsidiaries of the Partnership as disclosed consultants or independent contractors are properly treated as independent contractors under all applicable Laws. All Business Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified in SECTION 2.20 OF THE DISCLOSURE SCHEDULEall material respects. (c) There are no labor unions presently representing or, (i) no Employee to the Knowledge of Acquirer, engaged in any organizing activity with respect to any Business Employee. Except as would not reasonably be expected to have an Acquirer Material Adverse Effect, there has not within the last three years been, there is not presently a member of a collective bargaining unit pending or existing, and, to the Knowledge of SellerAcquirer, there are no is not threatened in writing, any (i) strike, slowdown, picketing, or contemplated attempts to organize for collective bargaining purposes any of the work stoppage by Business Employees, and (ii) no unfair labor practice any material charge or sexcomplaint filed by an employee, age, race union or other discrimination claim has been brought during the last five labor organization with any labor relations board, (5iii) years against Seller application for certification of a collective bargaining agent for one or more groups of Business Employees; (iv) Actions by any Governmental Authority with respect to the conduct employment practices of the Partnership and its affiliates with respect to the Business before the NLRBEmployees for which BKEP GP Management, the Equal Employment Opportunity Commission Partnership or the subsidiaries of the Partnership could have any other Governmental liability; or Regulatory Authority(v) Actions by current or former Business Employees for matters arising out of their employment, termination or resignation therefrom for which BKEP GP Management, the Partnership or the subsidiaries of the Partnership could have any liability. Since December 31Except as would not reasonably be expected to have an Acquirer Material Adverse Effect, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged the Partnership and its affiliates are in the Business. During that period, Seller has complied in all material respects compliance with all applicable Laws relating with respect to employment, employment practices, labor, and the terms and conditions of employment, including workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance and wages and hours, and are not engaged in any unfair labor practice, in each case, with respect to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Business Employees.

Employees; Labor Relations. (a) Except Schedule 5.19 contains, as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEof a recent date specified therein, the following information for each employee of Seller (including each employee on leave of absence or layoff status): name; job title; hire date; current compensation paid or payable; vacation accrued; eligibility to participate under any Employee Benefit Plan; and citizenship. Seller Parties have no Knowledge that any employee intends either to (i) no Employee is presently a member of a collective bargaining unit and, discontinue employment with Seller either prior or subsequent to the Knowledge Closing or (ii) refuse employment by Buyer (taking into account the employment arrangements and policies to be implemented after the Closing). (b) Neither Seller, nor any affiliate of Seller, there are no threatened is now or contemplated attempts has ever been a party to organize for any collective bargaining purposes any of the Employees, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during labor contract. In the last five (5) years against there has not been, there is not presently pending or existing, and to Seller Parties’ Knowledge there is not threatened, with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission Seller or any other Governmental or Regulatory Authority. Since December 31of its premises: (i) any strike, 1996slowdown, there has been no picketing, work stoppage, strike lockout, organizational activity or other concerted action labor dispute or Proceeding; (ii) any application or complaint filed by employees any employee or union with any governmental body; or (iii) any application or demand for recognition or certification of a collective bargaining agent. To Seller Parties’ Knowledge, there is not currently, nor has there been in the past five years, any internal investigation of any charge or complaint by any employee of Seller engaged in alleging harassment, discrimination or other employment conduct which could give rise to liability. To Seller Parties’ Knowledge, all Laws relating to Seller’s employees, including Laws relating to terms of employment, immigration and employment of illegal aliens, the Business. During that periodpayment of social security and other payroll taxes, Seller has the payment of employee wages and benefits (including overtime pay) and occupational safety and health, have been complied with in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligationsrespects. (c) All of Seller’s employees and consultants are employed or engaged on an “at will” basis, and Seller may terminate such employment or consulting arrangement at any time without any liability for severance or any other obligation, except its obligation to pay unpaid accrued salary or consulting fees and vacation pay and to provide group health insurance in accordance with the Consolidated Omnibus Reconciliation Act (“COBRA”). Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEset forth on Schedule 5.19, Seller has not executed made any outstanding waivers statement or comparable consents regarding the application of the statute of limitations taken any action which could reasonably be expected to result in an employee being found to be entitled to indefinite employment, employment for any labor and employment-related obligation (and no extensions have been executed on its behalf)a particular term or subject to termination only for cause. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except as disclosed set forth in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Section 4.19 of the Disclosure Schedule (i) the Vermont Entities (A) are not delinquent in the payment to or on behalf of any past or present Employees of the Vermont Entities of any wages, salaries, social security premiums, commissions, bonuses, benefit plan contributions or other compensation (including without limitation disability compensation) for all periods prior to February 27, 2000 and (B) are not delinquent in the payment of any amount which is due and payable to any state or state fund pursuant to any workers' compensation statute, rules or regulations or any amount which is due and payable to any workers' compensation claimant or any other party arising under or with respect to a claim that has been filed under state workers' compensation statutes and approved in the ordinary course in accordance with the policies of the Vermont Entities regarding workers' compensation and/or any applicable state statute or administrative procedure; (ii) there is no Employee is presently a member of a labor strike, slowdown or work stoppage in progress against any Vermont Entity; (iii) no collective bargaining unit and, agreement currently exists or is currently being negotiated by any Vermont Entity; (iv) to the Knowledge of Seller, there are has been no threatened or contemplated attempts request to organize any Vermont Entity for collective bargaining purposes on behalf of any Employees not represented currently by a union or from the National Labor Relations Board in respect of any Employees of any Vermont Entity; (v) to the Knowledge of Seller, no union representation or jurisdictional dispute or question exists respecting any Employees of any Vermont Entity; (vi) no material dispute exists between any Vermont Entity and any of the Employees, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending their respective sales representatives or, to the Knowledge of Seller, threatenedbetween any such sales representatives with respect to territory, with regard to commissions, products or any obligation other terms of Seller as an employer. their representation; and (evii) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order there has been threatenedno "mass layoff" or "plant closing" as defined by WARN with respect to any of the Vermont Entities within the six (6) related in any way months prior to Seller's obligations as an employerClosing. (fb) Seller has made available With respect to Pix SA and iSwoop EURL, and since the respective dates of incorporation thereof, all employer contributions payable to any state social security agency (or including, without limitation, L'Union pour le Recouvrement des cotisations de Securite Sociale et d'Allocations Familiales) have been paid in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employeesa timely manner.

Employees; Labor Relations. (a) Schedule 2.8 of the Disclosure Schedule contains, as of a recent date specified therein, the following information for each current employee of Seller (including each employee on leave of absence or layoff status): name; job title; hire date; current compensation paid or payable; vacation accrued; eligibility to participate under any Employee Benefit Plan; and citizenship. Except as disclosed set forth in SECTION 2.20 OF THE DISCLOSURE SCHEDULESchedule 2.8, (i) no Employee is presently a member of a collective bargaining unit and, Seller and Seller Parent believe that if Buyer were to the Knowledge of offer Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any ’s employees employment on substantially similar terms as those paid by Seller as of the EmployeesClosing Date, sufficient employees will remain employed through the Closing Date, and (ii) no unfair labor practice charge will accept employment if offered by Buyer or sexan Affiliate following the Closing Date, age, race so as not to disrupt or other discrimination claim has been brought during adversely affect the last five (5) years against Seller with respect to the conduct operation of the Business before by Buyer following the NLRB, the Equal Employment Opportunity Commission Closing Date. Seller’s current employees are either U.S. citizens or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargainingpermanent resident aliens. (b) Except as disclosed on Schedule 2.8, neither Seller, nor any Affiliate of Seller, is now or has ever been a party to any collective bargaining or other labor Contract with respect to the Business. Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULESchedule 2.8, since January 1, 2000, there has not been, there is not presently pending or existing and to Seller’s Knowledge there is not Threatened: (i) any strike, slowdown, picketing, work stoppage, lockout, organizational activity or other labor dispute or Proceeding against or affecting Seller; (ii) any application or complaint filed by any employee or union with any Governmental Body against or affecting Seller; or (iii) any election or certification of, or any application or demand for recognition or certification of, a collective bargaining agent made to or affecting Seller. Except as set forth in Schedule 2.8, there is not currently, nor has there been in the past five years, any internal investigation of any charge or complaint by any employee of Seller has filed and/or submitted all documents required alleging harassment, discrimination or other employment conduct which could give rise to liability. All Legal Requirements relating to Seller’s employees, including Legal Requirements relating to terms of it as an employeremployment, includingimmigration and employment of illegal aliens, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of social security and other payroll Taxes, the payment of employee wages and workplace safety. Seller benefits (iincluding overtime pay) has paid all wages and other employment-related obligations that are due or (ii) has duly occupational safety and fully provided reserves adequate to pay all wages and other employment related obligationshealth, have been complied with. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULESchedule 2.8 or Schedule 2.9, Seller has not executed neither Seller, nor any outstanding waivers or comparable consents Affiliate of Seller, is a party to any Contract regarding the application Business the obligations of which, by the terms of such Contract, will survive the Closing Date or could be asserted against Buyer or its Affiliates with any of Seller’s present or former directors, officers, employees or consultants with respect to length, duration or conditions of employment (or the termination of employment), salaries, bonuses, compensation, deferred compensation, health insurance or any other form of remuneration. A copy of each employee policy manual and handbook provided to or governing Seller’s employees, and a copy of the statute employment application forms currently being used by Seller in connection with the hiring of limitations for any labor and employment-related obligation (and no extensions have new employees, has been executed on its behalf)included in the Data Room or delivered to Buyer. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification (WARN) Act Pub. L. 100-379, 102 stat. 890 (1988) (the “WARN Act”)) affecting any written decisionsite of employment or one or more facilities or operating units within any site of employment or facility; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility; and Seller has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local Legal Requirements. Except as set forth in Schedule 2.8, ruling and/or order from a government agency and/or its representative or a court (and none of Seller’s employees will have suffered an “employment loss” under the WARN Act since six months prior to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in Closing Date or any way similar state or local Legal Requirement since 12 months prior to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Section 2.17(a) of the Disclosure Schedule contains a list of the name of each Employee having an annual base salary or wages of at least $50,000 at the date hereof, together with such Employee's position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such Employee in effect on such date. Seller has not received any information that would lead it to believe that a material number of such Employees will or may cease to be Employees, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULESection 2.17(b) of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice charge complaint or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller or any Subsidiary with respect to the conduct of the Business before the NLRBNational Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31January 1, 19961995, there has been no work stoppage, strike or other concerted action by employees of Seller or any Subsidiary engaged in the Business. During that period, Seller has and its Subsidiaries have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, limitation those relating to wages, hours and collective bargaining.. 218 Environmental Matters. Seller has obtained all Licenses which are required under applicable Environmental Laws in connection with the conduct of the Business or the Assets and Properties. Each of such Licenses is in full force and effect. Seller and its Subsidiaries have conducted the Business in compliance in all material respects with the terms and conditions of all such Licenses and with any applicable Environmental Law. In addition, except as set forth in Section 2.18 of the Disclosure Schedule (with paragraph references corresponding to those set forth below): (ba) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULENo Order has been issued, Seller no Environmental Claim has filed and/or submitted all documents required of it as an employerbeen filed, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) no penalty has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (been assessed and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative investigation or other administrative proceedings or court proceedings are presently review is pending or, to the Knowledge of Seller, threatened, threatened by any Governmental or Regulatory Authority with regard respect to any obligation of alleged failure by Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received or any written decision, ruling and/or order from a government agency and/or its representative or a court (and Subsidiary to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in have any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.License required under applicable

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee is presently a member The Company and each of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employeesits Subsidiaries is, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought at all times during the last five (5) years against Seller with respect to the conduct of the Business before the NLRByears, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects compliance with all applicable Laws relating to the laws regarding payment of wages, salaries, bonuses, profit sharing or other extraordinary compensation amounts, pensions, or contributions under any Company Employee Benefit Plan or under any labor or employment of laborContracts, including, without limitation, those the Fair Labor Standards Act, as amended (the "FLS Act") and the provisions of the FLS Act relating to wagesthe payment of minimum and overtime wages as the same may become due from time to time. The Company is in compliance in all material respects with its obligations, hours if any, pursuant to the Worker Adjustment and collective bargainingRetraining Notification Act of 1988 the "WARN Act") and all other obligations arising under any other Law relating to the termination of employees. Schedule 2.21(a) contains a true and complete list of all payment obligations of the Company or any Subsidiary under any severance, separation or similar Contracts. Schedule 2.21(a) annexed hereto contains a true and complete list of the names, titles, whether full-time or part-time, Store or office locations, and current salary for all personnel employed by, for or in respect of the Company and any Subsidiary ("Employees"). Complete and correct copies of all personnel files in respect of the Employees have been provided to Purchaser for its inspection prior to the date hereof, and complete and correct copies of all personnel files, including a list of the current year's taxable wages for each Employee, Employee employment applications and I-9 forms, shall be provided to Purchaser at Closing. (b) Except as disclosed Set forth in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required Schedule 2.21(b) is a true and complete statement of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA aggregate amount of accrued and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages unpaid vacation pay and other employment-related obligations that compensated absences such as personal leave or other benefits as of the Closing Date for all employees of the Company and any Subsidiary and any such amounts for the periods so presented are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligationsset forth in the statements of operations contained in the Financial Statements. (c) Except as disclosed set forth in SECTION 2.20 OF THE DISCLOSURE SCHEDULESchedule 2.21(c), Seller there is no, and during the past two (2) years there has been no, (i) labor strike, picketing, labor union dispute, employee slow-down or work stoppage, union organization effort or labor union grievance filing or proceeding, or other labor difficulty actually pending or, to the knowledge of the Company, the Subsidiaries and the Principal Stockholders, threatened against or involving the Company, any Subsidiary or any Principal Stockholder, (ii) unfair labor practice complaint pending or, to the knowledge of the Company, any Subsidiary or any Seller, threatened against the Company or any Subsidiary before the National Labor Relations Board, (iii) workers compensation claim or action against or involving the Company or any Subsidiary or (iv) United States Equal Employment Opportunity Commission, or similar agency, claim or action against or involving the Company or any Subsidiary. Except as set forth in Schedule 2.21(c), neither the Company nor any Subsidiary is a party to any collective bargaining agreement and no such agreement determines the terms and conditions of the employment of any employee of the Company or any Subsidiary. No collective bargaining agent has been certified as a representative of any of the employees of the Company or any Subsidiary and, to the knowledge of the Company, the Subsidiaries and the Principal Stockholders, no representation campaign or election is now in progress with respect to any such employees of the Company or any Subsidiary. The Company has not executed taken and shall not take any outstanding waivers action which could be reasonably expected to result in a "plant closing" or comparable consents regarding "mass layoff" (as those terms are defined in the application WARN Act) with respect to the operations or business of the statute Company or any Subsidiary prior to the Closing Date. Neither the Company nor any Subsidiary has been informed by any of limitations the Employees that such Employee intends to terminate his or her employment with the Company or any Subsidiary prior to the Closing or would not be willing to work for the Company thereafter. Neither the Company nor any Subsidiary has engaged in any labor or employment practice which could reasonably be expected to have a Seller Material Adverse Effect. The Company shall timely provide to all Employees a Form W-2 wage and employment-related obligation (tax statement, and no extensions have been executed such other documents as may be required by applicable tax authorities, for the applicable period ending on its behalf)the Closing Date. (d) Except The Company and each Subsidiary has since March 27, 1999, properly classified its employees as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEemployees and its independent contractors as independent contractors, as applicable. There is no auditsaction, investigative suit or other administrative proceedings investigation pending, or court proceedings are presently pending or, to the Knowledge knowledge of Sellerthe Company, threatenedany Subsidiary or any Principal Stockholder, with regard to threatened against the Company or any obligation Subsidiary by any person challenging or questioning the classification by the Company or any Subsidiary of Seller any person as an employerindependent contractor, including any claim for unpaid benefits, for or on behalf of, any such persons. (e) Except Since March 27, 1999, the Company and each Subsidiary has at all times properly classified each of its employees as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEexempt and non-exempt under applicable federal and state wage and hour laws. There is no action, Seller has not received any written decisionsuit or investigation pending, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) knowledge of the EmployeesCompany, any Subsidiary or any Principal Stockholder, threatened against the Company or any Subsidiary by any person challenging or questioning the classification by the Company or any Subsidiary of any employee as exempt or non-exempt, including any claim for unpaid benefits, for or on behalf of, any such employees.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee None of Lothian or any Lothian Subsidiary is presently a member of a party to any collective bargaining unit andagreement and there are no unfair labor practice or labor arbitration proceedings pending with respect to Lothian or the Lothian Subsidiaries, or, to the Knowledge knowledge of SellerLothian, threatened, and there are no facts or circumstances known to Lothian that could reasonably be expected to give rise to such complaint or claim. To the knowledge of Lothian, there are no organizational efforts presently underway or threatened involving any employees of Lothian or contemplated attempts to organize for collective bargaining purposes the Lothian Subsidiaries or any of the Employeesemployees performing work for Lothian or the Lothian Subsidiaries but those provided by an outside employment agency, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authorityif any. Since December 31, 1996, there There has been no work stoppage, strike or other concerted action by employees of Seller engaged Lothian or any Lothian Subsidiary. (b) Except as set forth in Section 2.19(b) of the BusinessLothian Disclosure Schedule, all employees of Lothian and the Lothian Subsidiaries are employed at will. During Section 2.19(b) of the Lothian Disclosure Schedule sets forth, individually and by category, the name of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. To the knowledge of Lothian or the Lothian Subsidiaries, no employee of Lothian any Lothian Subsidiary has made any threat, or otherwise revealed his or her intent, to terminate such employee's relationship with Lothian or the Lothian Subsidiaries, for any reason, including because of the consummation of the transactions contemplated by this Agreement. None of Lothian or any Lothian Subsidiary is a party to any agreement for the provision of labor from any outside agency. To the knowledge of Lothian or the Lothian Subsidiaries, there have been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for Lothian or any Lothian Subsidiary, and no claims by any Governmental or Regulatory Authority with regard to such employees except as set forth in Section 2.19(b) of the Lothian Disclosure Schedule. (c) There have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common Law claims, including claims of wrongful termination, by any employees of Lothian or the Lothian Subsidiaries or by any of the employees performing work for Lothian or the Lothian Subsidiaries but those provided by an outside employment agency, and there are no facts or circumstances known to Lothian that period, Seller has could reasonably be expected to give rise to such complaint or claim. Both Lothian and the Lothian Subsidiaries have complied in all material respects with all applicable Laws related to the employment of employees and, except as set forth in Section 2.19(c) of the Lothian Disclosure Schedule, neither Lothian nor the Lothian Subsidiaries has received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including, without limitation, those including any provisions thereof relating to wages, hours and hours, collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of Social Security and similar taxes, equal employment opportunity, employment discrimination, the Worker Adjustment and Retraining Notification Act, employee safety, or that it is liable for any arrearages of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate any taxes or penalties for failure to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed comply with any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf)foregoing. (d) Except None of Lothian or any Lothian Subsidiary has written policies and/or employee handbooks or manuals except as disclosed described in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to Section 2.19(d) of the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employerLothian Disclosure Schedule. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to To the Knowledge knowledge of SellerLothian, no officer, employee or consultant of Lothian or the Lothian Subsidiaries is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with Lothian's or the Lothian Subsidiaries' businesses as currently conducted. To the knowledge of Lothian, neither the execution nor delivery of this Agreement, nor the carrying on of Lothian's or the Lothian Subsidiaries' businesses as presently conducted nor any activity of such decisionofficers, ruling and/or order has been threatened) related employees or consultants in connection with the carrying on of Lothian's or Lothian Subsidiaries' businesses as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any way to Seller's obligations as an employerrights under, any Contract or other agreement under which any of such officers, employees or consultants is now bound. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller Lothian and the union(s) representing bargaining unit(s) Lothian Subsidiaries have complied in all material respects with the verification requirements and the record-keeping requirements of the EmployeesImmigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of Lothian, the information and documents on which Lothian and the Lothian Subsidiaries relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Lothian or the Lothian Subsidiaries pursuant to IRCA, and to the best knowledge of Lothian or the Lothian Subsidiaries, there is no basis for the filing of such a complaint.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULESection 4.21(a) of the Disclosure Schedule, as of the date of this Agreement, ARM has not received any written notice that any officer or employee of the Business at a job grade of 14 or above (the “Executive Employees”) will or may cease to be engaged by the Business, or will refuse offers of engagement by any Business Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement and the Operative Agreements. (b) Except as disclosed in Section 4.21(b) of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of any Seller, there are no material controversies, suits, actions, arbitrations, judicial, administrative or other proceedings pending, or to the Seller’s Knowledge, threatened between any Business Subsidiary or contemplated attempts to organize for collective bargaining purposes any Asset Seller, on the one hand, and any employee or consultant of the EmployeesBusiness, on the other hand, and (ii) to the Knowledge of any Seller, there are no unfair labor practice charge complaints, any claim for discrimination or sex, age, race or other discrimination claim unfair dismissal has been brought during the last five (5) years against any Business Subsidiary or any Asset Seller with respect to the conduct of the Business before the NLRBNational Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996and Court, or any Tribunal and (iii) there is no governmental investigation of the type referred to in clauses (i) or (ii) above pending, or to the Seller’s Knowledge, threatened. (c) There has been no work stoppage, strike or other concerted action by employees of Seller engaged the Business or any written threat thereof during the 12 months preceding the date of this Agreement which caused a Business Material Adverse Effect. Except as disclosed in Section 4.21(c) of the Business. During that periodDisclosure Schedule, Seller has to the Knowledge of Seller, during the 12 months preceding the date of this Agreement, the Business Subsidiaries and the Asset Sellers have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, including those relating to equal employment opportunity, wages, hours hours, compensation, benefits, occupational health and safety, payment and withholdings of taxes and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller than any noncompliance which has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf)resulted in a Business Material Adverse Effect. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except as disclosed in SECTION -------------------------- Section 2.20 OF THE DISCLOSURE SCHEDULEof the Disclosure Schedule, (i) no Employee is presently a member --------------------------------------- of a collective bargaining unit andunit, and (ii) to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission EEOC or any other Governmental or Regulatory Authority, and Seller has not received any notice of any kind regarding any such unfair labor practice charge or discrimination claim. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. (b) Except as disclosed in SECTION Section 2.20 OF THE DISCLOSURE SCHEDULEof the Disclosure ------------------------------ Schedule, Seller has filed and/or submitted all documents required of it as an -------- employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION Section 2.20 OF THE DISCLOSURE SCHEDULEof the ------------------- Disclosure Schedule, Seller has not executed any outstanding waivers or ------------------- comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION Section 2.20 OF THE DISCLOSURE SCHEDULEof the ------------------- Disclosure Schedule, no audits, investigative or other administrative ------------------- proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION Section 2.20 OF THE DISCLOSURE SCHEDULEof the ------------------- Disclosure Schedule, Seller has not received any written decision, ruling and/or ------------------- order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Section 2.21 of the Disclosure Schedule contains a list of the name of each Employee at the date hereof, together with such Employee’s position or function, annual base salary or wages, any incentive or bonus arrangement with respect to such Employee in effect on such date and such Employee’s total compensation in 2010 (collectively, “Employee Information”). Within the last six (6) months prior to the date of this Agreement, no Employee has informed Seller that he or she will or may cease to be an employee, or will refuse an offer of employment from Purchaser because of the consummation of the transactions contemplated by this Agreement. Seller is not delinquent in any payments to any of its Employees for any amount of compensation due to such Employee. Seller has complied in all material respects with all applicable state and federal equal employment opportunity laws and other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. Seller has withheld and paid to the appropriate Governmental or Regulatory Authority or is holding for payment not yet due to such Governmental or Regulatory Authority all amounts required to be withheld from any Employee. Seller is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULESection 2.21 of the Disclosure Schedule, (i) Seller is not a party to any collective bargaining or other union agreement relating to its Employees, (ii) no Employee is presently a member of a collective bargaining unit with respect to the Business and, to the Knowledge of Seller, there are no threatened or contemplated attempts pending threats to organize any of the Employees for collective bargaining purposes any as of the Employeesdate of this Agreement, and (iiiii) no unfair labor practice charge complaint or sex, age, race or other discrimination claim has been brought during the last five two (52) years against Seller with respect to the conduct of the Business before the NLRBNational Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996During the three (3) year period prior to the date hereof, there has been no work stoppage, strike or other concerted action by employees of Seller engaged the Employees as those terms are defined in the BusinessNational Labor Relations Act, and any amendments thereto. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to To the Knowledge of Seller, no Employee is obligated under any Contract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with such decision, ruling and/or order has been threatened) related in any way Employee’s ability to Seller's obligations as an employerpromote the interest of Seller or that would conflict with the Business. (fd) Seller has made available To the Knowledge of Seller, no current officers, directors or managers of Seller, or any Employee having managerial responsibility for the Business, has, within the last three (3) years (i) been convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and misdemeanors not related to the Business of Seller); (ii) been subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engaging in the case of documents received and/or submitted after the Closing DateBusiness; (iii) used any corporate funds for any unlawful contribution, will make available) to Purchaser complete and accurate copies of all collective bargaining agreementsgift, entertainment or other agreements and material correspondence unlawful expense relating to political activity; (iv) violated Seller’s policy on gifts and donations, which policy complies in all respects with all applicable legal requirements; (v) made any direct or regarding in indirect unlawful payment to any way the relationship between foreign or domestic government official or employee; or (vi) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. (e) Seller and the union(sStockholder are (i) representing bargaining unit(s) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the EmployeesTreasury (“OFAC”) and/or on any other similar list maintained by OFAC (an “OFAC List”) pursuant to any authorizing statute, executive order or regulation, and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. None of the Assets of Seller constitute property of, or are beneficially owned, by any Embargoed Person (as hereinafter defined). No Embargoed Person has a beneficial ownership interest in Seller. None of the Assets of Purchaser have been derived from any unlawful activity with the result that the Agreement is in violation of Law. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the entering into this Agreement and the Closing hereunder is in violation of Law.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULESection 4.21(a) of the Disclosure Schedule, as of the date of this Agreement, ARM has not received any written notice that any officer or employee of the Business at a job grade of 14 or above (the “Executive Employees”) will or may cease to be engaged by the Business, or will refuse offers of engagement by any Business Subsidiary, for any reason, including because of the consummation of the transactions contemplated by this Agreement and the Operative Agreements. (b) Except as disclosed in Section 4.21(b) of the Disclosure Schedule, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of any Seller, there are no material controversies, suits, actions, arbitrations, judicial, administrative or other proceedings pending, or to the Seller’s Knowledge, threatened between any Business Subsidiary or contemplated attempts to organize for collective bargaining purposes any Asset Seller, on the one hand, and any employee or consultant of the EmployeesBusiness, on the other hand, and (ii) to the Knowledge of any Seller, there are no unfair labor practice charge complaints, any claim for discrimination or sex, age, race or other discrimination claim unfair dismissal has been brought during the last five (5) years against any Business Subsidiary or any Asset Seller with respect to the conduct of the Business before the NLRBNational Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996and Court, or any Tribunal and (iii) there is no governmental investigation of the type referred to in clauses (i) or (ii) above pending, or to the Seller’s Knowledge, threatened.. (c) There has been no work stoppage, strike or other concerted action by employees of Seller engaged the Business or any written threat thereof during the 12 months preceding the date of this Agreement which caused a Business Material Adverse Effect. Except as disclosed in Section 4.21(c) of the Business. During that periodDisclosure Schedule, Seller has to the Knowledge of Seller, during the 12 months preceding the date of this Agreement, the Business Subsidiaries and the Asset Sellers have complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, including those relating to equal employment opportunity, wages, hours hours, compensation, benefits, occupational health and safety, payment and withholdings of taxes and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller than any noncompliance which has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf)resulted in a Business Material Adverse Effect. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) SECTION 2.20 OF THE DISCLOSURE SCHEDULE contains a list of the name of each Employee at the date hereof, together with such Employee's position or function, annual base salary or wages and any incentive or bonus arrangement with respect to such Employee in effect on such date. Seller has no knowledge that a material number of Employees intend to resign, or will refuse offers of employment from Purchaser, because of the consummation of the transactions contemplated by this Agreement. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge knowledge of Sellereach of Seller and Parent, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice charge complaint or sex, age, race sex or other age discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission National Labor Relations Board or any other Governmental or Regulatory Authority. Since December 31January 1, 1996, 1993 there has been no work stoppage, strike or other similar concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, including without limitation, limitation those relating to wages, hours and collective bargaining. (bc) Except as disclosed Parent and Seller represents to Purchaser that the Worker Adjustment and Retraining Notification Act, 29 U.S.C. < SECTION >2101 ET SEQ. ("WARN"), or any other similar state, local or foreign statute or government regulation or ordinance, is either inapplicable to the transactions contemplated in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, this Agreement or Seller has filed and/or submitted fully complied with all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligationsstatutes. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except Schedule 3.17(a) of the Disclosure Schedules lists each Acquired Company’s Service Providers as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEof the Agreement Date, setting forth the (i) the name, identification number, job title and current annual salary and other compensation payable by the Company to such Persons as of the Agreement Date, (ii) the profit sharing, bonus or other form of additional compensation paid or payable by the Company to or for the benefit of each such Person for the current fiscal year and any amounts owed in future fiscal years, (iii) leave status (including type of leave), and expected date of return for non-disability related leaves and expiration dates for disability-related leaves, (iv) whether such individual is exempt or non-exempt from overtime requirements and hours of work per week for the year ended as of September 30, 2020, and currently, (v) date of hire, (vi) base compensation rate, and commission, bonus or other incentive-based compensation (and the target bonus or other incentive-based compensation if a target exists and the range of such bonus or other incentive-based compensation) and whether such Person is retained on a salaried basis or on an hourly, piecework or other non-salaried basis, and if so, the particulars of such non-salaried basis, (vii) principal place of work, and (viii) annual vacation entitlement in the ordinary course of business consistent with past practice. (b) Except as set forth on Schedule 3.17(b) of the Disclosure Schedules, since September 30, 2020, no Employee current employee of any Acquired Company has given notice of his or her intent to terminate such employment and no notice of termination has been given to any employee by any Acquired Company. Except as set forth on Schedule 3.17(b) of the Disclosure Schedules, each current employee of the Acquired Companies is presently an “at-will” employee who can be terminated at any time for any reason without any monetary or obligations on the part of the Acquired Companies. (c) No Acquired Company is a member of a collective bargaining unit andparty to or obligated with respect to any Collective Bargaining Agreement or any employee benefits provided for by any such agreement. No strike or any union organizational activity or other similar occurrence (whether or not resolved) has occurred at any time during the past three years or is pending or, to the Knowledge Company’s Knowledge, threatened against any Acquired Company. The Acquired Companies are not subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand any of Sellerthem to bargain with any labor union or labor organization. No labor union has requested or is seeking to represent any Service Provider. There is no pending or threatened (i) labor dispute, there are no threatened strike or contemplated attempts to organize for collective bargaining purposes lockout involving any of the EmployeesAcquired Companies’ employees, and or (ii) no unfair labor practice charge or sexagainst any of the Acquired Companies before the National Labor Relations Board and no basis for any such charge exists. (d) During the past three years, age, race or other discrimination claim each current and former employee of the Acquired Companies that has been brought during classified as exempt from overtime requirements was, in all material respects, exempt from overtime requirements. During the last five (5) years against Seller with respect to the conduct past three years, each current and former Service Provider who has not been classified as an employee of the Business before Acquired Companies was in fact not an employee of the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory AuthorityAcquired Companies. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has The Acquired Companies have complied in all material respects with all applicable Laws relating to their current and former non-employee Service Providers. During the employment of laborpast three years, including, without limitation, those the Acquired Companies have complied in all material respects with all Laws relating to wagestheir employees including all applicable Laws respecting employment and employment practices, hours terms and collective bargaining. (b) Except conditions of employment, and wages and hours, and the payment and withholding of Taxes or other sums as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRAappropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from current and former employees, Title VII, the NERA and federal and/or state laws regulating there are no arrearages or delinquencies in the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEwages, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEsalaries, no auditscommissions, investigative bonuses or other administrative proceedings or court proceedings are presently pending ordirect compensation, to in each such case, and the Knowledge related rules and regulations adopted by those federal agencies responsible for the administration of Seller, threatened, with regard to any obligation of Seller as an employersuch Laws. (e) Except There is no Liability of, or pending or threatened claims against, or investigations involving, any of the Acquired Companies (including workers’ compensation claims and claims or suits for contribution to, or indemnification of, third parties, occupational health and safety, environmental, consumer protection or equal employment matters) for injury, sickness, disease, discrimination, death or termination of employment services of any current or former Service Providers or other employment matter, other than as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to set forth on Schedule 3.17(e) of the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employerDisclosure Schedules. (f) Seller has made available Excluding employment arrangements in the ordinary course of business for the Acquired Companies that are terminable at will without payment of any severance, except for the agreements and Contracts listed on Schedule 3.17(f) of the Disclosure Schedules (or true, correct and complete copies of which agreements and Contracts have been previously delivered to Parent or, in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining oral agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(sdescriptions of which are set forth on Schedule 3.17(f) of the EmployeesDisclosure Schedule), there are no other Contracts, agreements or arrangements between any of the Acquired Companies and any current or former Service Provider under which any Acquired Company has any Liability or obligation. (g) All current employees of the Acquired Companies have provided the Acquired Companies with legally required proof that each such Person is a citizen of, or is authorized to be employed in, the United States and the Acquired Companies are in compliance in all respects with all Laws relating to immigration and the employment of Persons who are not United States citizens. Excluding employees of Acquired Companies located in the People’s Republic of China or the Hong Kong Special Administrative Region of the People’s Republic of China and except as set forth on Schedule 3.17(h) of the Disclosure Schedules, Schedule 3.17(g) of the Disclosure Schedules lists each employee who is not a United States citizen and the work permit, visa, or other document authorizing such person to work in the United States and the expiration date thereof. (h) To the Company’s Knowledge, none of the Service Providers of the Acquired Companies are subject to any non-compete, non-solicitation, non-disclosure, confidentiality, employment, consulting or similar Contracts in conflict with the business and related activities of the Acquired Companies. Except as set forth on Schedule 3.17(h) of the Disclosure Schedule, none of the Acquired Companies has received any notice alleging that any violation of any such Contracts has occurred.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee is presently a member of a collective bargaining unit andunit, and (ii) to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission EEOC or any other Governmental or Regulatory Authority, and Seller has not received any notice of any kind regarding any such unfair labor practice charge or discrimination claim. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, SCHEDULE 2.8 of the Disclosure Schedule contains the following information for each employee of Sellers (i) no Employee is presently a member including each employee on leave of a collective bargaining unit and, absence or layoff status): name; job title; current compensation paid or payable; vacation accrued; and service credited for purposes of vesting and eligibility to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes participate under any of Sellers' Employee Benefit Plans. To Sellers' Knowledge, no employee of any Seller (other than the Terminating Employees, ) intends to terminate his or her employment with the Seller as a result of or in connection with the transaction contemplated by this Agreement. Each of Sellers' employees is employed on an "at will" basis. EXHIBIT I of this Agreement sets forth all earned but unpaid vacation and (ii) no unfair labor practice charge flex-time accrued or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct be accrued by Sellers for their employees as of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargainingdate set forth therein. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULENo Seller is now and has not ever been a party to any collective bargaining or other labor Contract. Since January 1, 1995, there has not been, there is not presently pending or existing and to Sellers' Knowledge there is not Threatened, any strike, slowdown, picketing, work stoppage, labor arbitration or proceeding concerning the grievance of any employee, application or complaint filed by an employee or union with the National Labor Relations Board or any comparable Governmental Body, organizational activity or other labor dispute against or affecting any Seller or its premises, and no application for certification of a collective bargaining agent is pending or to Sellers' Knowledge Threatened. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees by any Seller and no such action is contemplated by any Seller. Each Seller has filed and/or submitted complied with all documents required of it as an employerLegal Requirements relating to employment, includingequal employment opportunity, without limitationnondiscrimination, those required by the NLRAimmigration, Title VIIwages, the NERA and federal and/or state laws regulating hours, benefits, collective bargaining, the payment of wages social security and workplace safety. Seller (i) has paid all wages similar Taxes, occupational safety and other employment-related obligations that are due or (ii) has duly health and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller plant closing; except where such failure has not executed resulted and could not reasonably be expected to result in a Material Adverse Effect. No Seller is currently liable for the payment of any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULETaxes, no auditsfines, investigative penalties or other administrative proceedings or court proceedings are presently pending oramounts, however designated, for failure to the Knowledge of Seller, threatened, comply with regard to any obligation of Seller as an employerLegal Requirements. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee USSC is presently not a member of a party to any collective bargaining unit andagreement, and there is no unfair labor practice or labor arbitration proceeding pending with respect to USSC, or, to the Knowledge knowledge of SellerUSSC, threatened, and there are no facts or circumstances known to USSC that could reasonably be expected to result in any such complaint or claim. To the knowledge of USSC, there are no organizational efforts currently underway or threatened involving any employee of USSC or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees performing work for USSC but provided by an outside employment agency, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authorityif any. Since December 31, 1996, there There has been no work stoppage, strike or other concerted action by employees of Seller engaged USSC. (b) Since January 1, 2003, there have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employee of USSC or by any of the employees performing work for USSC but provided by an outside employment agency, and there are no facts or circumstances known to USSC that could reasonably be expected to result in the Businessany such complaint or claim. During that period, Seller USSC has complied in all material respects with all applicable Laws laws related to the employment of employees, and, except as set forth in Section 2.21(b) of the USSC Disclosure Schedule, since January 1, 2003, USSC has not received any notice of any claim that it has not complied in any material respect with any Law relating to the employment of laboremployees, including, without limitation, those including any provision thereof relating to wages, hours and hours, collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of social security and similar taxes, equal employment opportunity, employment discrimination, the WARN Act, employee safety, or that USSC is liable for any arrearage of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate any tax or penalty for failure to pay all wages and other employment related obligationscomply with any of the foregoing. (c) Except USSC has no written policies or employee handbooks or manuals, except as disclosed described in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed any outstanding waivers or comparable consents regarding the application Section 2.21(c) of the statute USSC Disclosure Schedule. True and correct copies of limitations for any labor and employment-related obligation (and no extensions all of such written policies or employee handbooks or manuals have been executed on its behalf)provided to IMNT. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULETo the knowledge of USSC, no auditsofficer, investigative employee or consultant of USSC is obligated pursuant to any Contract or other administrative proceedings agreement or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard subject to any obligation Order or Law that would interfere with USSC's business as currently conducted or as reasonably contemplated to be conducted. Neither the execution nor the delivery of Seller this Agreement nor the conduct of USSC's business as an employercurrently conducted or as reasonably contemplated to be conducted, nor any activity of such officers, employees or consultants of USSC in connection with the conduct of USSC's business as currently conducted or as reasonably contemplated to be conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default pursuant to or cause to occur a condition precedent to any right pursuant to any Contract or other agreement under which any of such officers, employees or consultants currently is obligated. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEEach current and former employee, Seller officer, independent contractor and consultant of USSC has not received any written decisionexecuted a Proprietary Information and Inventions Agreement. No current or former employee, ruling and/or order officer, independent contractor or consultant of USSC has excluded works or inventions with USSC from a government agency and/or its representative his or a court (her assignment of inventions pursuant to such employee's, officer's or consultant's Proprietary Information and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employerInventions Agreement. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except as disclosed Schedule 2.8 sets forth the following information for each employee of each Seller and each Subsidiary: name; hire date; job title; current compensation paid or payable; FLSA exempt or nonexempt status; vacation or other paid time off accrued; state in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee is presently a member of a collective bargaining unit and, to the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, which employed and (iiif different) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect state of residence; and service credited for purposes of vesting and eligibility to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or participate under any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargainingEmployee Benefit Plan. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEset forth on Schedule 2.8, neither Seller has filed and/or submitted all documents required nor any Subsidiary is a party to any collective bargaining or other similar labor Contract and to Sellers’ Knowledge there is no pending application for certification of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligationsa collective bargaining agent. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEset forth on Schedule 2.8, Seller has the Sellers and the Subsidiaries have complied with all Legal Requirements relating to employment, termination of employment, leaves of absence, equal employment opportunity, nondiscrimination, accommodation of disabilities, affirmative action, immigration, child labor, wages, hours, benefits, collective bargaining, the payment of social security, unemployment and similar Taxes, other payroll Taxes, occupational safety and health, workers’ compensation and plant closing or layoffs, except for failures to comply with such Legal Requirements that would not executed any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions reasonably be expected to have been executed on its behalf)a Material Adverse Effect. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEset forth on Schedule 2.8, no audits, investigative or other administrative proceedings or court proceedings are presently pending neither Seller nor any Subsidiary is a party to any written or, to the Knowledge Sellers’ Knowledge, oral Contract with any present or former director, officer, employee or consultant with respect to length, duration, terms or conditions of Seller, threatened, with regard to any obligation of employment or independent contractor status that is not terminable by a Seller as an employer. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of SellerSubsidiary, no as applicable, on thirty days’ or less notice without liability resulting from such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employertermination. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (iSection 3.14(a) no Employee is presently a member of a collective bargaining unit and, to the Knowledge Disclosure Schedule sets forth the following information for each current employee of Seller, there including each such employee who is on a leave of absence or layoff status (collectively, “Seller Employees”): name; job title or position; status as exempt or non-exempt from the Fair Labor Standards Act or applicable state wage and hour Legal Requirements; date of hire; current rate of pay; all compensation (including, separately, base pay and any incentive or commission pay) and all such compensation paid over the previous twelve (12) month period, and any change(s) in compensation since December 31, 2006; accrued vacation and vacation accrual rate; any other accrued benefits; and service credited for purposes of vesting and eligibility to participate under any Seller Employee Plan; and, as to each employee who is on a leave of absence status, the nature of the leave and the anticipated date of return, if any. (b) Seller has complied and is in compliance in all material respects with the requirements of the Immigration Reform and Control Act of 1986. Section 3.14(b) of the Disclosure Schedule sets forth a true and complete list of all Seller Employees working in the United States who are not U.S. citizens and a description of the legal status under which each such Seller Employee is permitted to work in the United States. To Seller’s Knowledge, all Seller Employees who are performing services for Seller are legally able to work in the United States and will be able to continue to work in the United States following the consummation of the Contemplated Transactions. (c) To Seller’s Knowledge, no threatened Seller Employee is a party to, or contemplated attempts is otherwise bound by, any Contract, including any confidentiality, non-competition, or proprietary rights agreement, between such Seller Employee and any other Person that in any way adversely affects or could reasonably be deemed to organize for collective bargaining purposes affect or interfere with such Seller Employee’s performance of his duties to Seller, Buyer (if retained by Buyer) or any of the Employees, and their respective Affiliates. (iid) There is no unfair labor practice complaint or charge by any Seller Employee or sex, age, race or other discrimination claim has been brought during the last five (5) years former employee against Seller with respect or any of its officers, directors or employees pending, or to the conduct of the Business Seller’s Knowledge threatened, before the NLRB, the Equal Employment Opportunity Commission (“EEOC”), any EEOC-recognized state “referral agency” or any other Governmental Body, and no employment-related investigation or Regulatory Authorityaudit is pending, or to Seller’s Knowledge threatened, by any Governmental Body. (e) Except as set forth in Section 3.14(e) of the Disclosure Schedule, (i) Seller has paid in full to all Seller Employees and its former employees all wages, salaries, commissions, bonuses, benefits, compensation, vacation pay and severance that are due and payable; and (ii) there have not been any promises to any Seller Employees orally or in writing, of any bonus or increase in compensation, regardless of whether legally binding. (f) There is no collective bargaining or other labor union agreement applicable to Seller or any Seller Employees, and no collective bargaining agreement is being negotiated by Seller with respect to any of the Seller Employees. Since December 31None of the Seller Employees are represented by any labor organization or group that was either certified by any labor relations board or any Governmental Body or voluntarily recognized by Seller as a bargaining representative of any of the Seller Employees and, 1996to Seller’s Knowledge, there is no effort by or on behalf of any such labor organization or group to organize any of the Seller Employees. There is no labor dispute, work stoppage or strike pending or, to Seller’s Knowledge threatened, against Seller, and to Seller’s Knowledge, no event has been no occurred or circumstance exists that would provide the basis for any work stoppage, strike stoppage or other concerted action labor dispute by employees or with any of the Seller engaged in the BusinessEmployees. During that period, Seller has complied in all material respects with all applicable Laws Legal Requirements relating to employment practices, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closings. Seller is 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 Legal Requirements. (g) Except as set forth in Section 3.14(g) of the Disclosure Schedule, all Seller Employees are employed at-will and can be terminated at any time without Liability, and no current or former employee of Seller is entitled to receive any severance, compensation or benefits following termination of employment, except as may be required by applicable Legal Requirements. (h) Seller has no Knowledge that any officer, key employee or group of Seller Employees intends to terminate his, her or their employment with Seller; nor does Seller have a present intention to terminate the employment of laborany officer, including, without limitation, those relating to wages, hours and collective bargainingkey employee or group of Seller Employees. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages Neither the execution and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed delivery of this Agreement nor the consummation of any outstanding waivers or comparable consents regarding the application of the statute of limitations for Contemplated Transactions will trigger or subject Seller or Buyer to any labor and employment-related obligation (and no extensions have been executed on its behalf). (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative employee notification or other administrative proceedings obligation under the WARN Act or court proceedings are presently pending or, to the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employersimilar Legal Requirement. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or its representative or a court (and to the Knowledge of Seller, no such decision, ruling and/or order has been threatened) related in any way to Seller's obligations as an employer. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller and the union(s) representing bargaining unit(s) of the Employees.

Employees; Labor Relations. (a) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, (i) no Employee Acquiror is presently not a member of a party to any collective bargaining unit andagreement and there are no unfair labor practice or labor arbitration proceedings pending with respect to Acquiror, or, to the Knowledge knowledge of SellerAcquiror, threatened, and there are no facts or circumstances known to Acquiror that could reasonably be expected to give rise to such complaint or claim. To the knowledge of Acquiror, there are no organizational efforts presently underway or threatened involving any employees of Acquiror or contemplated attempts to organize for collective bargaining purposes any of the Employeesemployees performing work for Acquiror but those provided by an outside employment agency, and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authorityif any. Since December 31, 1996, there There has been no work stoppage, strike or other concerted action by employees of Seller engaged in Acquiror. (b) All employees of Acquiror are employed at will. Acquiror has provided to Target a list that sets forth the Businessname of each officer, employee and consultant, together with such person's position or function, annual base salary or wage and any incentive, severance or bonus arrangements with respect to such person. During To the knowledge of Acquiror, no employee of Acquiror has made any threat, or otherwise revealed an intent, to terminate such employee's relationship with Acquiror, for any reason, including because of the consummation of the transactions contemplated by this Agreement. Acquiror is not a party to any agreement for the provision of labor from any outside agency. To the knowledge of Acquiror, there have been no claims by employees of such outside agencies, if any, with regard to employees assigned to work for Acquiror, and no claims by any governmental agency with regard to such employees. (c) There have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, by any employees of Acquiror or by any of the employees performing work for Acquiror but those provided by an outside employment agency, and there are no facts or circumstances known to Acquiror that period, Seller could reasonably be expected to give rise to such complaint or claim. Acquiror has complied in all material respects with all applicable laws related to the employment of employees and, except as set forth in Section 3.18(c) of the Acquiror Disclosure Schedule, Acquiror has not received any notice of any claim that it has not complied in any material respect with any Laws relating to the employment of laboremployees, including, without limitation, those including any provisions thereof relating to wages, hours and hours, collective bargaining. (b) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has filed and/or submitted all documents required of it as an employer, including, without limitation, those required by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of Social Security and similar taxes, equal employment opportunity, employment discrimination, the WARN Act, employee safety, or that it is liable for any arrearages of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate any taxes or penalties for failure to pay all wages and other employment related obligations. (c) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not executed comply with any outstanding waivers or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (and no extensions have been executed on its behalf)foregoing. (d) Except Acquiror has no written policies and/or employee handbooks or manuals except as disclosed described in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or other administrative proceedings or court proceedings are presently pending or, to Section 3.18(d) of the Knowledge of Seller, threatened, with regard to any obligation of Seller as an employerAcquiror Disclosure Schedule. (e) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, Seller has not received any written decision, ruling and/or order from a government agency and/or To the knowledge of Acquiror and its representative or a court (and to the Knowledge of Sellersubsidiaries, no officer, employee or consultant of Acquiror is obligated under any Contract or other agreement or subject to any Order or Law that would interfere with Acquiror's business as currently conducted. To Acquiror's and its subsidiaries' knowledge, neither the execution nor delivery of this Agreement, nor the carrying on of Acquiror's business as presently conducted nor any activity of such decisionofficers, ruling and/or order has been threatened) related employees or consultants in connection with the carrying on of Acquiror's business as presently conducted, will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or trigger a condition precedent to any way to Seller's obligations as an employerrights under, any Contract or other agreement under which any of such officers, employees or consultants is now bound. (f) Seller Acquiror has made available (or complied in all material respects with the case of documents received and/or submitted after the Closing Date, will make available) to Purchaser complete and accurate copies of all collective bargaining agreements, other agreements and material correspondence relating to or regarding in any way the relationship between Seller verification requirements and the union(s) representing bargaining unit(s) record-keeping requirements of the EmployeesImmigration Reform and Control Act of 1986 ("IRCA"); to the best knowledge of Acquiror, the information and documents on which Acquiror relied to comply with IRCA are true and correct; and there have not been any discrimination complaints filed against Acquiror pursuant to IRCA, and to the best knowledge of Acquiror, there is no basis for the filing of such a complaint.

Employees; Labor Relations. (a) Except Each Visteon Operating Company, as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULEthe case may be, (i) no shall pay each Business Employee is presently a member of a collective bargaining unit and, to his salary or wages earned through the Knowledge of Seller, there are no threatened or contemplated attempts to organize for collective bargaining purposes any of the Employees, Closing Date and (ii) no unfair labor practice charge or sex, age, race or other discrimination claim has been brought during the last five (5) years against Seller with respect to the conduct of the Business before the NLRB, the Equal Employment Opportunity Commission or any other Governmental or Regulatory Authority. Since December 31, 1996, there has been no work stoppage, strike or other concerted action by employees of Seller engaged in the Business. During that period, Seller has complied in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those relating to wages, hours and collective bargainingliabilities shall be Retained Liabilities. (b) Except as disclosed set forth in SECTION 2.20 OF THE DISCLOSURE SCHEDULESection 5.20(b) of the Disclosure Schedule, Seller has filed and/or submitted all documents required no Business Employee is covered by any collective bargaining agreement between a Visteon Operating Company and any labor organization or is covered by any labor agreement and, to Seller’s Knowledge, there are no activities and proceedings of it as an employer, including, without limitation, those required any labor organization to organize any Business Employees who are not already covered by the NLRA, Title VII, the NERA and federal and/or state laws regulating the payment of wages and workplace safety. Seller (i) has paid all wages and other employment-related obligations that are due or (ii) has duly and fully provided reserves adequate to pay all wages and other employment related obligationsa collective bargaining agreement. (c) Except No Business Employees other than Business Employees of VTYC, as disclosed to which no representative or warranty pursuant to this Section 5.20(c) is made are currently engaged in SECTION 2.20 OF THE DISCLOSURE SCHEDULEany work stoppages, Seller has not executed any outstanding waivers strikes, slowdowns or comparable consents regarding the application of the statute of limitations for any labor and employment-related obligation (lockouts and, to Seller’s Knowledge, none is threatened and no extensions have been executed on its behalf)Visteon Operating Company has experienced any work stoppages, strikes, slowdowns, material disputes or lockouts within the last three years by or with respect to the Business Employees. (d) Except as disclosed in SECTION 2.20 OF THE DISCLOSURE SCHEDULE, no audits, investigative or The Business other administrative proceedings or court proceedings are presently pending or, than to the Knowledge of Sellerextent conducted by VTYC, threatenedas to which no representation or warranty pursuant to this Section 5.20(d) is made has no workers’ compensation proceedings other than standard, with regard to any obligation of Seller as an employernon-material, employee medical, temporary total, permanent partial and applications for increase in permanent partial disability benefits. (ei) Except as disclosed The Visteon Operating Companies are in SECTION 2.20 OF THE DISCLOSURE SCHEDULEmaterial compliance with all applicable Laws regarding employment practices with respect to Business Employees, Seller including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employee, and the collection and payment of withholding, social security and other Taxes, (ii) there are no material charges with respect to or relating to the Visteon Operating Companies pending before any national, state, local, or foreign agency responsible for the prevention of unlawful employment practices, and (iii) none of the Visteon Operating Companies has not received written notice from any written decisionnational, ruling and/or order from a government state, local, or foreign agency and/or its representative responsible for the enforcement of labor or a court (employment Laws of an intention to conduct an investigation of the Visteon Operating Companies and to the Seller’s Knowledge of Seller, no such decision, ruling and/or order has been threatened) related investigation is in any way to Seller's obligations as an employerprogress. (f) Seller has made available (or in the case of documents received and/or submitted after the Closing Date, will make available) provided to Purchaser complete and accurate copies Buyer a list of all collective bargaining agreements, Business Employees (other agreements than those employed by VTYC) and material correspondence relating to or regarding in has provided Buyer with the information listed below for each of those identified Business Employees and a copy of any way the relationship agreement between Seller and any of those identified Business Employees. (i) job classification or title; (ii) location; (iii) base compensation; (iv) 2010 bonus compensation, if any, and 2011 target bonus compensation; and (v) hire date. (g) When supplemented by the union(s) representing bargaining unit(sservices available to Buyer under the Related Agreement, the Business Employees set forth in Section 5.20(f) of the EmployeesDisclosure Schedule are, collectively, sufficient to, and have the capacity to, conduct the Business as presently operated by the Visteon Companies.