Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) Schedule 3.13 lists, as of the Agreement Date, all material Employee Plans. With respect to each material Employee Plan, the Company has previously made available to Buyer a true and complete copy of the following documents, to the extent applicable: (i) any written plan documents and all amendments thereto (or a written description of the material terms (if not in writing), (ii) the most recent summary plan descriptions, (iii) the most recent Forms 5500 and all schedules thereto, (iv) the most recent actuarial report, (v) the most recent IRS determination letter (or, if applicable, advisory or opinion letter) and (vi) all material non-routine correspondence to or from any Government Authority received in the last year with respect to any such Employee Plan. (b) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is entitled to rely on an advisory or opinion letter, from the IRS and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to cause the IRS to revoke such letter. (c) No Employee Plan is (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). (d) Each Employee Plan has been operated in accordance with its terms and the requirements of ERISA and all applicable Laws, in all material respects. (e) No material Actions are pending or, to the Knowledge of the Company, threatened in writing from any Government Authority in connection with any Employee Plan (other than routine benefit claims), that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 8 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or any other applicable Law. (g) The consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in Section 280G of the Code). (h) Each of the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws with respect to employment and employment practices, including all Laws relating to wages, hours, employment discrimination, workers’ compensation, the Fair Labor Standards Act of 1938, as amended, and comparable state or local wage and hour Laws, classification of employees and independent contractors, harassment and retaliation. There are no material Actions pending against either the Company or the Company Subsidiaries brought by a Service Provider, or to the Knowledge of the Company, threatened by, such Service Provider, challenging his or her status as an employee, partner, or independent contractor or making a claim for additional compensation or any benefits under any Employee Plan or otherwise. (i) With respect to the Covered Employees, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending, or, to the Knowledge of the Company, threatened against the Company, the Company Subsidiaries, or their respective Affiliates, or (ii) unfair labor practice charges, grievances or complaints pending, or, to the Knowledge of the Company, threatened by or on behalf of any Covered Employee, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) No Covered Employee is represented by a labor union with respect to such employee’s employment with the Company or the Company Subsidiaries and neither the Company nor the Company Subsidiaries is a party to, or otherwise subject to, any collective bargaining agreement or other similar labor union Contract, and, to the Knowledge of the Company, there is no organizational activity being made or threatened in writing by or on behalf of any labor union with respect to any Covered Employee. (k) Neither the Company nor the Company Subsidiaries has incurred any Liability or notice obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law (the “WARN Act”) that remains unsatisfied. Within the three (3) month period prior to the Agreement Date, there have not been any plant closing or mass layoff, or term of similar import within the meaning of the WARN Act. (l) Since January 31, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Covered Employee with the title of vice president or above, and (ii) there are no actions, suits, investigations or other Actions pending or, to Knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. Since January 31, 2018, neither the Company nor any Company Subsidiary has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. (m) Except as would not reasonably be expected to cause a Material Adverse Effect, with respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by applicable Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices; (ii) if required by applicable Law to be funded, book-reserved or secured by an Insurance Policy, is funded, book-reserved or secured by an Insurance Policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, (iii) if intended to qualify for special Tax treatment, such Foreign Plan meets all applicable requirements to qualify for such treatment, (iv) if intended to be filed, registered or approved by a competent Government Authority, has been duly and timely filed, registered or approved, as applicable; and (v) such Foreign Plan has been maintained in compliance with all applicable Laws. (n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this Section 3.13 are the sole and exclusive representations and warranties made regarding Covered Employees, Employee Plans, Employee Plans or other employment or employee benefits matters.

Employment and Employee Benefits Matters. (a) Section 4.11(a) of the Disclosure Schedule 3.13 listssets forth a list, as of the Agreement Datedate hereof, all material Employee Plans. With respect to each material Employee Plan, the Company has previously made available to Buyer a true and complete copy of the following documents, to the extent applicable: (i) any written plan documents and all amendments thereto employee benefit plans (or a written description within the meaning of the material terms (if not in writingSection 3(3) of ERISA), (ii) the most recent summary plan descriptionsall other retirement, welfare benefit, bonus, stock option, stock purchase, restricted stock, incentive, supplemental retirement, deferred compensation, retiree health, life insurance, severance, Section 125 flexible benefit, or paid time off plans, programs or agreements, and (iii) all individual employment, retention, termination, severance or other similar contracts, in each case, pursuant to which any of the most recent Forms 5500 and all schedules thereto, (iv) the most recent actuarial report, (v) the most recent IRS determination letter (or, if applicable, advisory or opinion letter) and (vi) all material non-routine correspondence to or from Companies currently has any Government Authority received in the last year obligation with respect to any such employee or former employee of any of the Companies or their predecessors, other than governmental plans or arrangements (the plans, programs, agreements and contracts described in clauses (i), (ii) and (iii) above are hereinafter referred to as the “Employee PlanPlans”). (b) None of the Employee Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or a single employer plan (within the meaning of Section 4001(a)(15) of ERISA). (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received (or an application for such a letter has been filed and is currently pending with the Internal Revenue Service) a favorable determination letter, letter or is entitled to rely on an advisory or volume submitter opinion letter, letter from the IRS andInternal Revenue Service that it is so qualified, and to the Knowledge of the CompanyDSSC, no facts fact or circumstances exist event has occurred that would reasonably be expected to cause adversely affect the IRS qualification of any such Employee Plan. The Companies have adopted or will adopt prior to revoke the Closing all interim amendments that would be required to permit termination of such letterEmployee Plans as of the date of Closing. (cd) No Employee Plan is The Companies have made available to the Acquiror (i) an copies of any determination letters received by the Companies from the IRS or any other Governmental Authority with respect to any Employee Plan, together with a copy of the most recent submission of a determination letter for each Employee Plan maintained for the employees of the Companies, and (ii) copies of any summary plan descriptions, summaries of material modifications or annual returns relating to any employee benefit plan (as defined in Section 3(3) of ERISA) that have been prepared, distributed or filed in the past three (3) years with respect to employees of the Companies. (e) None of the Employee Plans contain any provision which would prevent or restrict the Acquiror from amending or terminating such plan, except as required by applicable Law. (f) Each “employee pension welfare benefit plan” (as defined in Section 3(23(1) of ERISA) subject to Title IV is either funded through insurance or is unfunded for purposes of ERISA or (ii) a “multiemployer plan” (within the meaning of ERISA. Except as set forth in Section 3(374.11(f) of ERISA). (d) Each Employee Plan has been operated the Disclosure Schedule, there are no reserves, assets, surplus or prepaid premiums under any such plan. The Companies are not in accordance with its terms and the requirements of ERISA material default under any such plan and all applicable Laws, in all material respects. (e) No material Actions are pending or, to the Knowledge of the Company, threatened in writing from any Government Authority in connection with any Employee Plan (other than routine benefit claims), that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 8 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or any other applicable Law. (g) The consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in Section 280G of the Code). (h) Each of the Company and the Company Subsidiaries plans are in compliance in all material respects with all applicable Laws in all material respects. (g) Except as set forth in Section 4.11(g)(i) of the Disclosure Schedule, each of the Employee Plans meets the requirements of the Code, ERISA and all other applicable Laws in all material respects. None of the Employee Plans, any fiduciary thereof, or the Companies, is subject to any liabilities (other than normal liabilities and expenses associated with maintenance of such plan or arrangement as an ongoing benefit plan or arrangement) under ERISA or the Code or any other applicable Law. Except as set forth in Section 4.11(g)(ii) of the Disclosure Schedule, each of the Employee Plans has been administered in compliance in all material respects with its terms and with the applicable provisions of ERISA, the Code and all other federal, state and other applicable Laws (including, without limitation, any funding, filing, reporting, disclosure and fiduciary obligations and any prohibited transaction restrictions) and each fiduciary of an Employee Plan has administered such plan in compliance in all material respects with its terms and with the applicable provisions of ERISA, the Code and all other federal, state and other applicable Laws (including, without limitation, any funding, filing, reporting, disclosure and fiduciary obligations and any prohibited transaction restrictions). (h) Other than normal claims for benefits, there are and there have been no inquiries, proceedings, claims or suits pending or threatened, by any Governmental Authority or by any participant or beneficiary against the Companies, any Employee Plan, or any fiduciary or service provider of any Employee Plan with respect to employment and employment practices, including all Laws relating to wages, hours, employment discrimination, workers’ compensation, the Fair Labor Standards Act operation of 1938, as amended, and comparable state or local wage and hour Laws, classification of employees and independent contractors, harassment and retaliation. There are no material Actions pending against either the Company or the Company Subsidiaries brought by a Service Provider, or to the Knowledge of the Company, threatened by, such Service Provider, challenging his or her status as an employee, partner, or independent contractor or making a claim for additional compensation or any benefits under any Employee Plan or otherwise. (i) With respect to the Covered Employees, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending, or, to the Knowledge of the Company, threatened against the Company, the Company Subsidiaries, or their respective Affiliates, or (ii) unfair labor practice charges, grievances or complaints pending, or, to the Knowledge of the Company, threatened by or on behalf of any Covered Employee, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) No Covered Employee is represented by a labor union with respect to such employee’s employment with the Company or the Company Subsidiaries and neither the Company nor the Company Subsidiaries is a party to, or otherwise subject to, any collective bargaining agreement or other similar labor union Contractplan, and, to the Knowledge of DSSC, no basis exists to anticipate any such claim or claims. (i) Except as otherwise provided or anticipated by this Agreement, neither the Company, there execution of this Agreement nor the consummation of the transactions contemplated hereby will (i) accelerate the time of payment or vesting or increase the amount of benefits due under any Employee Plan; (ii) constitute or result in a prohibited transaction under the Code or ERISA for which no exemption is no organizational activity being made available; (iii) result in a violation of fiduciary duty under ERISA; or threatened in writing by (iv) cause any amounts payable under an Employee Plan or on behalf otherwise to be nondeductible under Code section 280G or subject to tax under Code section 4999 or obligate the Acquiror or any of the Companies to “gross up” or otherwise compensate any person because of the imposition of any labor union with tax under Code section 4999. (j) With respect to each Employee Plan, none of the Companies is currently liable for any Covered Employeematerial Tax arising under Section 511, 4971, 4972, 4975, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise to any such material tax liability to the Companies. (k) Neither As of the Company nor date hereof, (i) there are no collective bargaining agreements to which any of the Company Subsidiaries Companies is a party with respect to any Employees of any of the Companies and (ii) to the Knowledge of DSSC: (A) there are no formal organizational campaigns, petitions or other material unionization activities seeking recognition of a bargaining unit in the Business, (B) there are no material strikes or work stoppages pending or threatened with respect to Employees of the Companies and (C) no such strike or work stoppage has incurred any Liability or notice obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law (the “WARN Act”) that remains unsatisfied. Within occurred within the three (3) month period prior to years preceding the Agreement Date, there have not been any plant closing or mass layoff, or term of similar import within the meaning of the WARN Actdate hereof. (l) Since January 31With respect to Employees of the Companies, 2018, none of the Companies are (i) no allegations in violation of sexual harassment or other sexual misconduct have been made against any Covered Employee with Laws relating to the title employment of vice president or abovethe Employees of the Companies, and (ii) there are no actions, suits, investigations liable for any arrears of wages or other Actions pending or, any taxes or penalties for failure to Knowledge comply with any of the Companyforegoing, threatened related in each case, except for such violations or noncompliance as has not had, and would no reasonably be expected to any allegations have, a Material Adverse Effect. The employment of sexual harassment or other sexual misconduct each Employee is terminable at will by any Covered Employee with the title of vice president or above. Since January 31, 2018, neither the Company nor any Company Subsidiary that employs such Employee. Except as set forth in Section 4.11(l) of the Disclosure Schedule, no distribution has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Covered Employee with been made under the title of vice president or aboveAmended and Restated Data & Staff Service Co. Executive Non-Qualified Retirement Plan. (m) Except as would not reasonably be expected to cause a Material Adverse Effect, with respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by applicable Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices; (ii) if required by applicable Law to be funded, book-reserved or secured by an Insurance Policy, is funded, book-reserved or secured by an Insurance Policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, (iii) if intended to qualify for special Tax treatment, such Foreign Plan meets all applicable requirements to qualify for such treatment, (iv) if intended to be filed, registered or approved by a competent Government Authority, has been duly and timely filed, registered or approved, as applicable; and (v) such Foreign Plan has been maintained in compliance with all applicable Laws. (n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this This Section 3.13 are 4.11 contains the sole and exclusive representations and warranties made regarding Covered Employees, Employee Plans, Employee Plans or other employment or employee benefits matterspertaining to matters relating to the Employees of the Companies and ERISA.

Employment and Employee Benefits Matters. (a) As soon as reasonably practicable, and in no event later than thirty (30) days after the signing of this Agreement, Abbott shall provide GE with Schedule 3.13 lists, as 5.15(a) which shall set forth a preliminary list of the Agreement Date, all material employee benefit plans (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree health or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, that are maintained, contributed to or required to be maintained or contributed to by Abbott or any of its Affiliates (but excluding any such plan, program or arrangement mandated by and maintained solely pursuant to applicable Law), in each case providing benefits to any Business Employee (such plans, programs, and arrangements are hereinafter referred to as the “Employee Plans”). With respect As soon as reasonably practicable, and in no event later than sixty (60) days after the signing of this Agreement, Abbott shall cause to each material Employee Plan, the Company has previously be made available to Buyer GE a true and complete copy of the following documents, to the extent applicable: (i) any written plan documents each Employee Plan and all amendments thereto (or in the case of any Employee Plan that is not in writing, a written description of the material terms (if not in writingthereof), (ii) the most recent summary plan descriptions, (iii) the most recent Forms 5500 and all schedules thereto, (iv) the most recent actuarial report, (v) the most recent IRS determination letter (or, if applicable, advisory or opinion letter) and (vi) all material non-routine correspondence to or from any Government Authority received in the last year with respect to any such Employee Plan. (b) None of the Employee Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA). (c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is entitled to rely on an advisory or opinion letter, letter from the IRS andthat it is so qualified, and each related trust that is intended to the Knowledge be exempt from federal income Tax pursuant to Section 501(a) of the CompanyCode has received a determination letter from the IRS that it is so exempt, and no facts fact or circumstances exist event has occurred since the date of such determination letter that would reasonably be expected to cause adversely affect such qualification or exemption, as the IRS to revoke such letter. (c) No Employee Plan is (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA)case may be. (d) Each With respect to each Employee Plan (and with respect to each similar material employee benefit arrangement maintained, contributed to or sponsored by Abbott or any of its Affiliates in which controlled group Liability is imposed under the Code), neither Abbott nor any of its Affiliates is currently liable for any material Tax arising under Section 4971, 4972, 4975, 4976, 4979, 4980 or 4980B of the Code, and no fact or event exists that would give rise to any such material Tax Liability. Neither Abbott nor any of its Affiliates has incurred any material Liability under or arising out of Title IV of ERISA that has not been satisfied in full (other than any material Liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course all of which have been timely paid), and no fact or event exists that would result in such a material Liability. None of the Purchased Assets is the subject of any material lien arising under Section 302(f) or 4068 of ERISA or Section 412(n) of the Code and neither Abbott nor any of its Affiliates has been operated in accordance with its terms and the requirements required to post any material security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Employee Plan, and all applicable Laws, in all no fact or event exists that would give rise to any such material respectslien or requirement to post any such material security. (e) No material Actions are pending or, to To the Knowledge of the CompanyAbbott, threatened in writing from any Government Authority in connection with any each Employee Plan (other than routine benefit claims)which GE or one of its Affiliates has agreed to assume in Article 8, that would reasonably be expected to haveis now and has been operated in all material respects in accordance with the requirements of all applicable Laws, individually or including, in the aggregatecase of United States plans, a Material Adverse EffectERISA and the Code, and in accordance with their terms. (f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 8 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or any other applicable Law. Except as set forth on Schedule 5.15(f) (g) The consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in Section 280G of the Code). (h) Each of the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws with respect to employment and employment practices, including all Laws relating to wages, hours, employment discrimination, workers’ compensation, the Fair Labor Standards Act of 1938, which Abbott shall provide GE a preliminary schedule as amendedsoon as reasonably practicable, and comparable state or local wage and hour Lawsin no event later than thirty (30) days after the signing of this Agreement), classification neither Abbott nor any of employees and independent contractors, harassment and retaliation. There are no material Actions pending against either the Company or the Company Subsidiaries brought by a Service Provider, or to the Knowledge of the Company, threatened by, such Service Provider, challenging his or her status as an employee, partner, or independent contractor or making a claim for additional compensation or any benefits under any Employee Plan or otherwise. (i) With respect to the Covered Employees, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending, or, to the Knowledge of the Company, threatened against the Company, the Company Subsidiaries, or their respective Affiliates, or (ii) unfair labor practice charges, grievances or complaints pending, or, to the Knowledge of the Company, threatened by or on behalf of any Covered Employee, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) No Covered Employee is represented by a labor union with respect to such employee’s employment with the Company or the Company Subsidiaries and neither the Company nor the Company Subsidiaries its Affiliates is a party to, or otherwise subject to, to any collective bargaining agreement, works council agreement or other similar labor union Contract, and, agreements applicable to the Knowledge of the Company, there is no organizational activity being made or threatened in writing by or on behalf of any labor union with respect to any Covered EmployeeBusiness Employees. (k) Neither the Company nor the Company Subsidiaries has incurred any Liability or notice obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law (the “WARN Act”) that remains unsatisfied. Within the three (3) month period prior to the Agreement Date, there have not been any plant closing or mass layoff, or term of similar import within the meaning of the WARN Act. (l) Since January 31, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Covered Employee with the title of vice president or above, and (ii) there are no actions, suits, investigations or other Actions pending or, to Knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. Since January 31, 2018, neither the Company nor any Company Subsidiary has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. (m) Except as would not reasonably be expected to cause a Material Adverse Effect, with respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by applicable Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices; (ii) if required by applicable Law to be funded, book-reserved or secured by an Insurance Policy, is funded, book-reserved or secured by an Insurance Policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, (iii) if intended to qualify for special Tax treatment, such Foreign Plan meets all applicable requirements to qualify for such treatment, (iv) if intended to be filed, registered or approved by a competent Government Authority, has been duly and timely filed, registered or approved, as applicable; and (v) such Foreign Plan has been maintained in compliance with all applicable Laws. (n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this Section 3.13 are the sole and exclusive representations and warranties made regarding Covered Employees, Employee Plans, Employee Plans or other employment or employee benefits matters.

Employment and Employee Benefits Matters. (a) Schedule 3.13 4.13 lists, as of the Agreement Date, all material Employee Plans. With respect to each material Employee PlanPlan (x) that is sponsored or maintained solely for the benefit of the Company’s employees who reside and work in the United States, the Company has previously made available to Buyer Acquiror and (y) that is sponsored or maintained solely for the benefit of the Company’s employees who reside and work outside of the United States, the Company will make available to Acquiror within ten business days following the date hereof a true and complete copy of the following documents, to the extent applicable: (i) any written plan documents and all amendments thereto (or a written description of the material terms (if not in writing), (ii) the most recent summary plan descriptions, (iii) the most recent Forms 5500 and all schedules thereto, (iv) the most recent actuarial report, (v) the most recent IRS determination letter (or, if applicable, advisory or opinion letter) and (vi) all material non-routine correspondence to or from any Government Authority received in the last year with respect to any such Employee Plan. (b) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or is entitled to rely on an advisory or opinion letter, from the IRS and, to the Knowledge knowledge of the Company, no facts or circumstances exist that would reasonably be expected to cause the IRS to revoke such letter. (c) No Employee Plan is (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). (d) Each Employee Plan has been operated in accordance with its terms and the requirements of ERISA and all applicable Laws, in all material respects. (e) No material Actions are pending or, to the Knowledge knowledge of the Company, threatened in writing from any Government Governmental Authority in connection with any Employee Plan (other than routine benefit claims), that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 8 9 of Subtitle B of Title I of ERISA or Section 4980B of the Code, or any other applicable Law. (g) The consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in Section 280G of the Code). (h) Each of the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws with respect to employment and employment practices, including all Laws relating to wages, hours, employment discrimination, workers’ compensation, the Fair Labor Standards Act of 1938, as amended, and comparable state or local wage and hour LawsLaws (collectively, “FLSA”), classification of employees and independent contractors, harassment and retaliation. There are no material Actions pending against either the Company or the Company Subsidiaries brought by a Service Provider, or to the Knowledge knowledge of the Company, threatened by, such Service Provider, challenging his or her status as an employee, partner, or independent contractor or making a claim for additional compensation or any benefits under any Employee Plan or otherwise. (i) With respect to the Covered Employees, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending, or, to the Knowledge knowledge of the Company, threatened against the Company, the Company Subsidiaries, or their respective Affiliates, or (ii) unfair labor practice charges, grievances or complaints pending, or, to the Knowledge knowledge of the Company, threatened by or on behalf of any Covered Employee, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) No Covered Employee is represented by a labor union with respect to such employee’s employment with the Company or the Company Subsidiaries and neither the Company nor the Company Subsidiaries is a party to, or otherwise subject to, any collective bargaining agreement or other similar labor union Contract, and, to the Knowledge knowledge of the Company, there is no organizational activity being made or threatened in writing by or on behalf of any labor union with respect to any Covered Employee. (k) Neither the Company nor the Company Subsidiaries has incurred any Liability or notice obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law (the “WARN Act”) that remains unsatisfied. Within the three (3) month period prior to the Agreement Date, there have not been any plant closing or mass layoff, or term of similar import within the meaning of the WARN Act. (l) Since January 31, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Covered Employee with the title of vice president or above, and (ii) there are no actions, suits, investigations or other Actions pending or, to Knowledge knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. Since January 31, 2018, neither the Company nor any Company Subsidiary has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. (m) Except as would not reasonably be expected to cause a Material Adverse Effect, with respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by applicable Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices; (ii) if required by applicable Law to be funded, book-reserved or secured by an Insurance Policy, is funded, book-reserved or secured by an Insurance Policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, (iii) if intended to qualify for special Tax treatment, such Foreign Plan meets all applicable requirements to qualify for such treatment, (iv) if intended to be filed, registered or approved by a competent Government Governmental Authority, has been duly and timely filed, registered or approved, as applicable; and (v) such Foreign Plan has been maintained in compliance with all applicable Laws. (n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this Section 3.13 4.13 are the sole and exclusive representations and warranties made regarding Covered Employees, Employee Plans, Employee Plans or other employment or employee benefits matters.

Employment and Employee Benefits Matters. (a) Schedule 3.13 lists, as Section 3.11(a) of the Agreement Date, all material Employee Plans. With respect to each material Employee Plan, the Company has previously made available to Buyer Disclosure Schedules sets forth a true and complete copy list of the following documents, to the extent applicable: (i) any written plan documents all material employee benefit plans (within the meaning of Section 3(3) of ERISA) and all amendments thereto (material retirement, welfare benefit, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree health or a written description life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, that are maintained, contributed to or sponsored by Seller or its Affiliates for the benefit of the material terms (if not in writing)any Product Employee, other than governmental plans or arrangements, and (ii) the most recent summary plan descriptionsall individual employment, (iii) the most recent Forms 5500 and all schedules theretoretention, (iv) the most recent actuarial reporttermination, (v) the most recent IRS determination letter (or, if applicable, advisory severance or opinion letter) and (vi) all material non-routine correspondence other similar Contracts pursuant to which Seller or from its Affiliates currently has any Government Authority received in the last year obligation with respect to any such Product Employee Plan(the plans, programs and Contracts described in clauses (i) and (ii) above are hereinafter referred to as the “Employee Plans”). Except for individual retention agreements with any employee of the Business for which Seller or an Affiliate of Seller will retain liability, no Employee Plan is maintained exclusively or primarily for the Product Employees. (b) Each Employee Plan that None of the Purchased Assets is intended to be qualified the subject of any Lien (other than a Permitted Lien) arising under Section 401(a302(f) of ERISA or Section 412(n) of the Code has received a favorable determination letter, or is entitled to rely on an advisory or opinion letter, from the IRS and, to the Knowledge of the CompanySeller, no facts fact or circumstances exist event exists that would reasonably be expected to cause the IRS give rise to revoke any such letterLien (other than a Permitted Lien). (c) No Employee Plan is (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA or (ii) a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). (d) Each Employee Plan has been operated in accordance with its terms and the requirements of ERISA and all applicable Laws, in all There are no material respects. (e) No material Actions are controversies pending or, to the Knowledge of the CompanySeller, threatened between Seller and any of the Product Employees. (d) Seller is not a party to any collective bargaining agreement, works council or other employee representative or other labor union Contract applicable to the Product Employees. (e) Section 3.11(e) of the Disclosure Schedules sets forth a list of (i) each Product Employee (as defined in writing from any Government Authority in connection with any Employee Plan (other than routine benefit claimsSection 6.01(a)), that would reasonably be expected (ii) each Inactive Product Employee (as defined in Section 6.01(a)). No Product Employee or Inactive Product Employee has any contractual right to have, individually or in the aggregate, a Material Adverse Effectspecified term of employment and all such Persons are “at-will” employees. (f) No Employee Plan provides benefits or coverage in the nature of health or life insurance following retirement or other termination of employment, other than coverage or benefits required to be provided under Part 8 of Subtitle B of Title I of ERISA or This Section 4980B of the Code, or any other applicable Law. (g) The consummation of the Transactions will not, either alone or in combination with another event, (i) accelerate the time of payment or vesting, (ii) materially increase the amount of compensation or benefits due under any Employee Plan or (iii) result in any “disqualified individual” receiving any payment that would be characterized as an “excess parachute payment” (each such term as defined in Section 280G of the Code). (h) Each of the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws with respect to employment and employment practices, including all Laws relating to wages, hours, employment discrimination, workers’ compensation, the Fair Labor Standards Act of 1938, as amended, and comparable state or local wage and hour Laws, classification of employees and independent contractors, harassment and retaliation. There are no material Actions pending against either the Company or the Company Subsidiaries brought by a Service Provider, or to the Knowledge of the Company, threatened by, such Service Provider, challenging his or her status as an employee, partner, or independent contractor or making a claim for additional compensation or any benefits under any Employee Plan or otherwise. (i) With respect to the Covered Employees, there are no (i) strikes, work stoppages, work slowdowns or lockouts pending, or, to the Knowledge of the Company, threatened against the Company, the Company Subsidiaries, or their respective Affiliates, or (ii) unfair labor practice charges, grievances or complaints pending, or, to the Knowledge of the Company, threatened by or on behalf of any Covered Employee, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (j) No Covered Employee is represented by a labor union with respect to such employee’s employment with the Company or the Company Subsidiaries and neither the Company nor the Company Subsidiaries is a party to, or otherwise subject to, any collective bargaining agreement or other similar labor union Contract, and, to the Knowledge of the Company, there is no organizational activity being made or threatened in writing by or on behalf of any labor union with respect to any Covered Employee. (k) Neither the Company nor the Company Subsidiaries has incurred any Liability or notice obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law (the “WARN Act”) that remains unsatisfied. Within the three (3) month period prior to the Agreement Date, there have not been any plant closing or mass layoff, or term of similar import within the meaning of the WARN Act. (l) Since January 31, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Covered Employee with the title of vice president or above, and (ii) there are no actions, suits, investigations or other Actions pending or, to Knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. Since January 31, 2018, neither the Company nor any Company Subsidiary has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Covered Employee with the title of vice president or above. (m) Except as would not reasonably be expected to cause a Material Adverse Effect, with respect to each Foreign Plan, (i) all employer and employee contributions to each Foreign Plan required by applicable Law or by the terms of such Foreign Plan have been made, or, if applicable, accrued in accordance with applicable accounting practices; (ii) if required by applicable Law to be funded, book-reserved or secured by an Insurance Policy, is funded, book-reserved or secured by an Insurance Policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, (iii) if intended to qualify for special Tax treatment, such Foreign Plan meets all applicable requirements to qualify for such treatment, (iv) if intended to be filed, registered or approved by a competent Government Authority, has been duly and timely filed, registered or approved, as applicable; and (v) such Foreign Plan has been maintained in compliance with all applicable Laws. (n) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by the Company in this Section 3.13 are 3.11 constitutes the sole and exclusive representations and warranties made regarding Covered Employees, Employee Plans, Employee Plans or other of Seller with respect to any matters relating to employment or and employee benefits matters.