Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) Section 3.12(a) of the Seller Disclosure Schedule sets forth a list, as of the date of this Agreement, of all material BHGE Employee Plans in which IST Employees participate. (b) Except as set forth in Section 3.12(b) of the Seller Disclosure Schedule or pursuant to a GE Employee Plan, neither the execution of this Agreement nor the consummation of the Transaction (either alone or together with any other event) will (i) entitle any IST Employee to any payment or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, any cancellation of Debt, or any increase in compensation, (ii) result in the acceleration of payment, funding or vesting under any BHGE Employee Plan or result in any increase in benefits payable under any BHGE Employee Plan or (iii) result in the release of any IST Employee from his contractual obligations under any BHGE Employee Plan, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the IST Business. (c) With respect to the IST Employees, to the Knowledge of BHGE LLC, (i) no IST Employee is represented by a labor union, labor organization or works council (or representatives thereof) (each, a “Labor Organization”), no Labor Organization has been certified or recognized as a representative of any IST Employee, and neither the Sellers nor GEOG M&I are parties to or have any obligation under any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any IST Employee, (ii) there are no pending or threatened representation campaigns, elections or proceedings concerning union representation involving any IST Employees and (iii)(A) there are no activities or efforts of any Labor Organization to organize any IST Employees, and (B) there are no demands for recognition or collective bargaining, strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any IST Employee or any representatives thereof with respect to the IST Business. (d) The Sellers and GEOG M&I are and, during the BHGE Ownership Period have been, in compliance in all material respects with all applicable collective bargaining agreements and Laws relating to the employment of the IST Employees (including employment or labor standards, labor relations, wages, overtime, employee classification, discrimination, sexual harassment, work authorization, immigration, information privacy and security, occupational health and safety, wage payment, severance payment, holiday pay, employment equity, pay equity and withholding of Taxes). No material claim with respect to payment of wages, salary or overtime pay has been asserted during the BHGE Ownership Period (other than routine claims for benefits), and is now pending before any Governmental Authority, with respect to current or former employees of the IST Business, and there is no material charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted during the BHGE Ownership Period, and is now pending with respect to the IST Business. No material charge of discrimination in employment or employment practices for any reason, including age, gender, disability, race, religion or other legally protected category, has been asserted during the BHGE Ownership Period and is now pending by current or former employees of the IST Business. Neither the Sellers nor GEOG M&I is subject to any pending audit, or pending investigation from any labor inspection or similar Governmental Authority with respect to the IST Business which would reasonably be expected to result in any material Liability and, to the Knowledge of BHGE LLC, no such audit or investigation has been threatened. To the Knowledge of BHGE LLC, there are no material outstanding, unsatisfied obligations to comply with any recommendation or declaration of any court or other tribunal in respect of any of the current or former employees of the IST Business. (e) Except where the disclosure of such information would be prohibited by data privacy/protection laws without the individual’s consent, Section 3.12(e)(i) of the Seller Disclosure Schedule sets forth a true and complete list of each current IST Employee, including with respect to each IST Employee, (i) the location (country, state or province) in which each such IST Employee is based and primarily performs his or her duties or services, (ii) the name of such IST Employee’s formal employer, (iii) such IST Employee’s annual base salary or wages and any incentives or bonus target for 2018 and (iv) each such IST Employee’s most recent hire date. Except as set forth on Section 3.12(e)(ii) of the Seller Disclosure Schedule, no IST Employee is on a leave of absence or, to the Knowledge of BHGE LLC, no IST Employee with a career band of SPB or higher has given notice in writing as of the date hereof of his or her intention to go on a leave of absence.

Employment and Employee Benefits Matters. (a) Section 3.12(aExcept as would not reasonably be expected to result in material liability to the Business or the Company, the Contributor and the Company: (i) are in compliance with all applicable Laws respecting employment, employment practices, worker classification, terms and conditions of employment and wages and hours, in each case, with respect to Business Employees; (ii) have withheld and reported since January 1, 2018 all amounts required by Law or by agreement to be withheld and reported with respect to the wages, salaries and other payments to Business Employees by virtue of their employment, the transactions specifically contemplated by this Agreement or otherwise; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the Seller Disclosure Schedule sets forth a listforegoing, in each case, with respect to the Business Employees; and (iv) are not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Business Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as would not reasonably be expected to result in material liability to the Business or the Company, there are no pending or threatened or reasonably anticipated, claims or actions against the Contributor or the Company under any worker’s compensation policy or long-term disability policy with respect to any Business Employee. (b) No material work stoppage or labor strike against the Contributor or the Company is pending or reasonably anticipated, or to the Knowledge of the Company, threatened. As of the date of this Agreement, to the Knowledge of all the Company, there are no activities or proceedings of any labor union to organize any current Business Employees. There are no actions, suits, claims, labor disputes or grievances pending or reasonably anticipated, or to the Knowledge of the Company, threatened, in each case, relating to any labor, safety or discrimination matters involving any Business Employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would result in material BHGE Employee Plans liability to the Business or the Company. Neither the Contributor nor the Company has engaged in which IST Employees participateany unfair labor practices within the meaning of the National Labor Relations Act. Since January 1, 2018, neither the Contributor nor the Company has engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Contributor or the Company. (bc) Except as set forth in Section 3.12(b3.15(c) of the Seller Disclosure Schedule or pursuant Letter sets forth a list of each material Company Plan including separate identification of each material International Company Plan. (d) With respect to a GE Employee each material Company Plan, neither the Contributor has made available to Acquiror true and complete copies of the following documents to the extent applicable: (i) each Company Plan and all amendments thereto, (ii) the most recent summary plan description and all subsequent summaries of material modifications, (iii) the trust agreement, any insurance contracts or other funding arrangements with respect to such plan, and (iv) the most recent Forms 5500 and all schedules thereto, including audited financial statements and actuarial valuation reports filed with respect to such Company Plans. (e) No Company Plan is (i) a “defined benefit plan” (as defined in Section 3(35) of ERISA), (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), or (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). The Company does not have any Liability under Title IV of ERISA. (f) Each Company Plan has been operated in accordance with its terms and the requirements of all applicable Laws (including ERISA and the Code), except for non-compliance which has not had and would not reasonably be expected to have a Company Material Adverse Effect. (i) No prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Company Plan for which a statutory or administrative exemption does not exist, (ii) the consummation of the Transactions will not result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available, and (iii) all premiums and contributions required to be made under each Company Plan, as of the date hereof, have been timely made and all obligations in respect of each Company Plan have been properly accrued or reflected in the Company Financial Statements. (g) There are no claims or causes of action pending, or threatened in writing since January 1, 2018, against the Contributor or the Company in connection with any Company Plan. (h) Each Company Plan that is intended to be tax qualified under Section 401(a) of the Code has received, is covered by or has applied for a favorable determination or opinion letter from the IRS, and there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Company Plan. Any trusts established under Company Plans intended to be exempt from federal income taxation under Section 501(a) of the Code are so exempt. (i) None of the execution and delivery of this Agreement nor the consummation of the Transaction Transactions (either alone or together in conjunction with any other event) will (i) entitle any IST Business Employee to any payment compensation or benefit, including any bonus, retention, severance, retirement benefit (or job security payment increase thereto) or benefit, any cancellation of Debt, or any increase in compensation, (ii) result in accelerate the acceleration time of paymentpayment or vesting, funding or vesting trigger any payment or funding, of any compensation or benefits with respect to any Business Employee under any BHGE Employee Plan or result in any increase in benefits payable under any BHGE Employee Plan or (iii) result in the release of any IST Employee from his contractual obligations under any BHGE Employee Company Plan, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the IST Business. (cj) With respect Neither the Contributor nor the Company is a party to the IST Employees, to the Knowledge of BHGE LLC, (i) no IST Employee is represented by a labor union, labor organization or works council (or representatives thereof) (each, a “Labor Organization”), no Labor Organization has been certified or recognized as a representative of any IST Employee, and neither the Sellers nor GEOG M&I are parties to or have any obligation under any labor agreement, collective bargaining agreement or other labor union contract applicable to Business Employees. (k) Neither the Contributor nor the Company has any other laborobligation to provide post-related agreements retirement medical or arrangements with life insurance benefits to any Labor Organization pertaining to current or which determines the terms or conditions of employment of any IST Employee, (ii) there are no pending or threatened representation campaigns, elections or proceedings concerning union representation involving any IST Employees and (iii)(A) there are no activities or efforts of any Labor Organization to organize any IST former Business Employees, and or their respective survivors, dependents or beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable Law concerning medical benefits continuation. (Bl) there are no demands for recognition or collective bargaining, strikes, slowdowns, work stoppages or lock-outs The consummation of the Transactions will not result in any kind, or threats thereof, by or “parachute payments” within the meaning of Section 280G of the Code with respect to any IST Employee Person who is, in respect of the Company or any representatives thereof with respect to the IST BusinessContributor, a “disqualified individual” (within the meaning of Section 280G of the Code). (dm) The Sellers and GEOG M&I are andNeither the Company nor the Contributor is a party to, during the BHGE Ownership Period have beenor is otherwise obligated under, in compliance in all material respects with all applicable collective bargaining agreements and Laws relating to the employment any Contract that provides for a gross up of taxes imposed by Sections 409A or 4999 of the IST Employees (including employment or labor standards, labor relations, wages, overtime, employee classification, discrimination, sexual harassment, work authorization, immigration, information privacy and security, occupational health and safety, wage payment, severance payment, holiday pay, employment equity, pay equity and withholding of Taxes). No material claim with respect to payment of wages, salary or overtime pay has been asserted during the BHGE Ownership Period (other than routine claims for benefits), and is now pending before any Governmental Authority, with respect to current or former employees of the IST Business, and there is no material charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted during the BHGE Ownership Period, and is now pending with respect to the IST Business. No material charge of discrimination in employment or employment practices for any reason, including age, gender, disability, race, religion or other legally protected category, has been asserted during the BHGE Ownership Period and is now pending by current or former employees of the IST Business. Neither the Sellers nor GEOG M&I is subject to any pending audit, or pending investigation from any labor inspection or similar Governmental Authority with respect to the IST Business which would reasonably be expected to result in any material Liability and, to the Knowledge of BHGE LLC, no such audit or investigation has been threatened. To the Knowledge of BHGE LLC, there are no material outstanding, unsatisfied obligations to comply with any recommendation or declaration of any court or other tribunal in respect of any of the current or former employees of the IST BusinessCode. (e) Except where the disclosure of such information would be prohibited by data privacy/protection laws without the individual’s consent, Section 3.12(e)(i) of the Seller Disclosure Schedule sets forth a true and complete list of each current IST Employee, including with respect to each IST Employee, (i) the location (country, state or province) in which each such IST Employee is based and primarily performs his or her duties or services, (ii) the name of such IST Employee’s formal employer, (iii) such IST Employee’s annual base salary or wages and any incentives or bonus target for 2018 and (iv) each such IST Employee’s most recent hire date. Except as set forth on Section 3.12(e)(ii) of the Seller Disclosure Schedule, no IST Employee is on a leave of absence or, to the Knowledge of BHGE LLC, no IST Employee with a career band of SPB or higher has given notice in writing as of the date hereof of his or her intention to go on a leave of absence.

Employment and Employee Benefits Matters. (a) Section 3.12(a) of the Seller Disclosure Schedule sets forth has provided to Buyer a list, true and accurate anonymized list as of the Agreement Date of the Business Employees, identifying, in each case where permitted by applicable Law, job title, job location, base salary or hourly wage rate (including, where applicable, current bonus opportunity), date of this Agreementhire, employing entity, and whether any such individual is on a leave of all material BHGE Employee Plans in which IST Employees participateabsence as of the Agreement Date (and if so, the date the leave of absence began and is anticipated to end (if known)). (b) Except Schedule 4.11(b) lists, as set forth of the Agreement Date, (i) each Employee Plan sponsored or maintained by Seller or any of its Affiliates that is Related to the Business Employees and their spouses and eligible dependents or beneficiaries and that are not Parent Plans (“Business Plans”) and (ii) all other Employee Plans which are sponsored or maintained by Seller or any of its Affiliates in which Business Employees participate (“Parent Plans”), and separately identifies whether each Employee Plan is a Business Plan or a Parent Plan. Seller has previously made available to Buyer a true and accurate list as of the Agreement Date of all individual employment, retention, termination, severance or other similar agreements, in each case pursuant to which Seller or any of its Affiliates currently has any obligation with respect to any Business Employee (“Employee Agreements”). Seller has previously made available to Buyer a true and complete form or description of each material Business Plan and a form of each Employee Agreement. (c) No Business Plan is a multiemployer plan (within the meaning of Section 3.12(b3(37) or 4001(a)(3) of ERISA). (d) Each Business Plan and Parent Plan that is a retirement plan intended to be qualified under Section 401(a) of the Seller Disclosure Schedule Code has received a favorable determination letter, or pursuant is entitled to rely on an opinion letter, from the IRS that it is so qualified, except for non-compliance that would not reasonably be expected to adversely affect such qualification or result in a GE Employee material Liability. (e) With respect to each Business Plan and Parent Plan, except as would reasonably be expected to not have a Material Adverse Effect, neither the execution Seller nor any of this Agreement nor the consummation of the Transaction (either alone or together with any other event) will its Affiliates (i) entitle is currently liable for any IST Employee to any payment Tax arising under Section 4971, 4972, 4975, 4979, 4980 or benefit, including any bonus, retention, severance, retirement or job security payment or benefit, any cancellation 4980B of Debt, or any increase in compensationthe Code, (ii) result has incurred any Liability under or arising out of Title IV of ERISA that has not been satisfied in full (other than any Liability for premiums to the Pension Benefit Guaranty Corporation arising in the acceleration Ordinary Course of paymentBusiness all of which have been timely paid), funding or vesting under any BHGE Employee Plan or result in any increase in benefits payable under any BHGE Employee Plan or (iii) result has been required to post any security under ERISA or Section 401(a)(29) of the Code, and no fact or event exists that would reasonably be expected to give rise to any requirement to post any such security. (f) Each Business Plan has been operated in accordance with its terms and the release requirements of all applicable Laws, except where the failure to be so operated would not reasonably be expected to have a Material Adverse Effect. (g) As of the Agreement Date, no material Actions are pending or, to the Knowledge of Seller, threatened in writing in connection with any IST Employee from his contractual obligations under any BHGE Employee Business Plan or Parent Plan that would reasonably be expected to have a Material Adverse Effect. (h) With respect to each Business Plan and Parent Plan, in each caseall material contributions, premiums or payments required to be made have been made with respect to Business Employees on or before their due dates (including permissible extensions) or have been properly accrued, except as would not reasonably be expected to be, individually or in the aggregate, material to the IST Businesshave a Material Adverse Effect. (ci) Neither Seller nor any of its Affiliates is a party to any collective bargaining agreement applicable to the Business Employees. As of the Agreement Date, to the Knowledge of Seller, there are no union organizing campaigns, petitions or other material unionization activities seeking recognition as the representative of a bargaining of Business Employees, and no material unfair labor practice charges or other complaints or union representation questions are before the National Labor Relations Board or other labor board or Government Authority that, in either case, would reasonably be expected to have a Material Adverse Effect. No material strikes, slowdowns or other concerted work stoppages are pending or, to the Knowledge of Seller, threatened with respect to the Business Employees, and no such strike, slowdown or other concerted work stoppage has occurred within the two (2) years immediately preceding the Agreement Date. (j) With respect to the IST Business Employees, to the Knowledge of BHGE LLC, (i) no IST Employee Business is represented by a labor union, labor organization or works council (or representatives thereof) (each, a “Labor Organization”), no Labor Organization has been certified or recognized as a representative of any IST Employee, and neither the Sellers nor GEOG M&I are parties to or have any obligation under any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any IST Employee, (ii) there are no pending or threatened representation campaigns, elections or proceedings concerning union representation involving any IST Employees and (iii)(A) there are no activities or efforts of any Labor Organization to organize any IST Employees, and (B) there are no demands for recognition or collective bargaining, strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any IST Employee or any representatives thereof with respect to the IST Business. (d) The Sellers and GEOG M&I are and, during the BHGE Ownership Period have been, in compliance in all material respects with all applicable collective bargaining agreements and Laws relating to the employment of the IST Business Employees (including employment or labor standards, labor relations, and has paid in full in all respects all wages, overtimesalaries, employee classificationcommissions, discriminationbonuses, sexual harassmentother compensation and benefits and all levies, work authorizationassessments, immigration, information privacy contributions and security, occupational health and safety, wage payment, severance payment, holiday pay, employment equity, pay equity and withholding of Taxes). No material claim with respect payments to payment of wages, salary third parties due to or overtime pay has been asserted during the BHGE Ownership Period (other than routine claims for benefits), and is now pending before any Governmental Authority, with respect to current or former employees on behalf of the IST BusinessBusiness Employees and has provided the Business Employees with any legally required leaves of absence, and there except as would not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Seller, the Business is no material charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted during the BHGE Ownership Period, and is now pending with respect to the IST Business. No material charge of discrimination in employment or employment practices for any reason, including age, gender, disability, race, religion or other legally protected category, has been asserted during the BHGE Ownership Period and is now pending by current or former employees of the IST Business. Neither the Sellers nor GEOG M&I is not subject to any pending audit, or pending investigation from any labor inspection or similar Governmental Authority with respect to the IST Business which would reasonably be expected to result in any material Liability and, to the Knowledge of BHGE LLC, no such audit or investigation has been threatened. To the Knowledge of BHGE LLCGovernment Authority, there are no material outstanding, unsatisfied obligations to comply charges or complaints filed by any Business Employees currently pending with any recommendation or declaration of any court or other tribunal in respect of any of the current or former employees of the IST Business. (e) Except where the disclosure of such information would be prohibited by data privacy/protection laws without the individual’s consentGovernment Authority, Section 3.12(e)(i) of the Seller Disclosure Schedule sets forth a true and complete list of each current IST Employee, including with respect to each IST Employee, (i) the location (country, state or province) in which each such IST Employee no litigation is based and primarily performs his or her duties or services, (ii) the name of such IST Employee’s formal employer, (iii) such IST Employee’s annual base salary or wages and any incentives or bonus target for 2018 and (iv) each such IST Employee’s most recent hire date. Except as set forth on Section 3.12(e)(ii) of the Seller Disclosure Schedule, no IST Employee is on a leave of absence currently pending or, to the Knowledge of BHGE LLCSeller, no IST Employee threatened against the Business with respect to Business Employees, in each case that would reasonably be expected to have a career band Material Adverse Effect. No obligations to comply with any Order in respect of SPB any Business Employees are in place, outstanding or higher has given notice unsatisfied that would reasonably be expected to have a Material Adverse Effect. (k) Notwithstanding anything in writing as of this Agreement to the date hereof of his contrary, the representations and warranties made by Seller in this Section 4.11 are the sole and exclusive representations and warranties made regarding employees, Business Employees, Business Plans, Parent Plans or her intention to go on a leave of absenceother employment or employee benefits matters.

Employment and Employee Benefits Matters. (a) Section 3.12(aExcept as would not reasonably be expected to result in material liability to the Acquiror’s business or Acquiror, Acquiror: (i) is in compliance with all applicable Laws respecting employment, employment practices, worker classification, terms and conditions of employment and wages and hours, in each case, with respect to Acquiror Employees; (ii) has withheld and reported since January 1, 2018 all amounts required by Law or by agreement to be withheld and reported with respect to the wages, salaries and other payments to Acquiror Employees by virtue of their employment, the transactions specifically contemplated by this Agreement or otherwise; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the Seller Disclosure Schedule sets forth a listforegoing, in each case, with respect to the Acquiror Employees; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Acquiror Employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as would not reasonably be expected to result in material liability to the Acquiror’s business or Acquiror, there are no pending or threatened or reasonably anticipated, claims or actions against Acquiror under any worker’s compensation policy or long-term disability policy with respect to any Acquiror Employee. (b) No material work stoppage or labor strike against Acquiror is pending or reasonably anticipated, or to the Knowledge of the Acquiror, threatened. As of the date of this Agreement, to the Knowledge of all Acquiror, there are no activities or proceedings of any labor union to organize any current Acquiror Employees. There are no Actions, suits, claims, labor disputes or grievances pending or reasonably anticipated, or to the Knowledge of the Acquiror, threatened, in each case, relating to any labor, safety or discrimination matters involving any Acquiror Employee, including charges of unfair labor practices or discrimination complaints, which, if adversely determined, would result in material BHGE Employee Plans liability to Acquiror. Acquiror has not engaged in which IST Employees participateany unfair labor practices within the meaning of the National Labor Relations Act. Since January 1, 2018, the Acquiror has not engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Acquiror. (bc) Except as set forth in Section 3.12(b4.13(c) of the Seller Acquiror Disclosure Schedule or pursuant Letter sets forth a list of each material Acquiror Plan including separate identification of each material International Acquiror Plan. (d) With respect to a GE Employee each material Acquiror Plan, neither Acquiror has made available to the Contributor true and complete copies of the following documents to the extent applicable: (i) each Acquiror Plan and all amendments thereto, (ii) the most recent summary plan description and all subsequent summaries of material modifications, (iii) the trust agreement, any insurance contracts or other funding arrangements with respect to such plan, and (iv) the most recent Forms 5500 and all schedules thereto, including audited financial statements and actuarial valuation reports filed with respect to such Acquiror Plans. (e) No Acquiror Plan is (i) a “defined benefit plan” (as defined in Section 3(35) of ERISA), (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer plan” (within the meaning of Section 413(c) of the Code), or (iv) a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). Acquiror does not have any Liability under Title IV of ERISA. (f) Each Acquiror Plan has been operated in accordance with its terms and the requirements of all applicable Laws (including ERISA and the Code), except for non-compliance which has not had and would not reasonably be expected to have an Acquiror Material Adverse Effect. (i) No prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Acquiror Plan for which a statutory or administrative exemption does not exist, (ii) the consummation of the Transactions will not result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available, and (iii) all premiums and contributions required to be made under each Acquiror Plan, as of the date hereof, have been timely made and all obligations in respect of each Acquiror Plan have been properly accrued or reflected in the Acquiror Financial Statements. (g) There are no claims or causes of action pending or threatened in writing since January 1, 2018 against Acquiror in connection with any Acquiror Plan. (h) Each Acquiror Plan that is intended to be tax qualified under Section 401(a) of the Code has received, is covered by or has applied for a favorable determination or opinion letter from the IRS, and there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Acquiror Plan. Any trusts established under Acquiror Plans intended to be exempt from federal income taxation under Section 501(a) of the Code are so exempt. (i) None of the execution and delivery of this Agreement nor the consummation of the Transaction Transactions (either alone or together in conjunction with any other event) will (i) entitle any IST Acquiror Employee to any payment compensation or benefit, including any bonus, retention, severance, retirement benefit (or job security payment increase thereto) or benefit, any cancellation of Debt, or any increase in compensation, (ii) result in accelerate the acceleration time of paymentpayment or vesting, funding or vesting trigger any payment or funding, of any compensation or benefits with respect to any Acquiror Employee under any BHGE Employee Plan or result in any increase in benefits payable under any BHGE Employee Plan or (iii) result in the release of any IST Employee from his contractual obligations under any BHGE Employee Acquiror Plan, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the IST Business. (cj) With respect Acquiror is not a party to the IST Employees, to the Knowledge of BHGE LLC, (i) no IST Employee is represented by a labor union, labor organization or works council (or representatives thereof) (each, a “Labor Organization”), no Labor Organization has been certified or recognized as a representative of any IST Employee, and neither the Sellers nor GEOG M&I are parties to or have any obligation under any labor agreement, collective bargaining agreement or other labor union contract applicable to Acquiror Employees. (k) Acquiror has no obligation to provide post-retirement medical or life insurance benefits to any other labor-related agreements current or arrangements with any Labor Organization pertaining to or which determines the terms or conditions of employment of any IST Employee, (ii) there are no pending or threatened representation campaigns, elections or proceedings concerning union representation involving any IST Employees and (iii)(A) there are no activities or efforts of any Labor Organization to organize any IST former Acquiror Employees, and or their respective survivors, dependents or beneficiaries, except as may be required by Section 4980B of the Code or Part 6 of Title I of ERISA or applicable Law concerning medical benefits continuation. (Bl) there are no demands for recognition or collective bargaining, strikes, slowdowns, work stoppages or lock-outs The consummation of the Transactions will not result in any kind, or threats thereof, by or “parachute payments” within the meaning of Section 280G of the Code with respect to any IST Employee or any representatives thereof with Person who is, in respect to of Acquiror, a “disqualified individual” (within the IST Businessmeaning of Section 280G of the Code). (dm) The Sellers and GEOG M&I are andAcquiror is not a party to, during the BHGE Ownership Period have beenor is otherwise obligated under, in compliance in all material respects with all applicable collective bargaining agreements and Laws relating to the employment any Contract that provides for a gross up of taxes imposed by Sections 409A or 4999 of the IST Employees (including employment or labor standards, labor relations, wages, overtime, employee classification, discrimination, sexual harassment, work authorization, immigration, information privacy and security, occupational health and safety, wage payment, severance payment, holiday pay, employment equity, pay equity and withholding of Taxes). No material claim with respect to payment of wages, salary or overtime pay has been asserted during the BHGE Ownership Period (other than routine claims for benefits), and is now pending before any Governmental Authority, with respect to current or former employees of the IST Business, and there is no material charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted during the BHGE Ownership Period, and is now pending with respect to the IST Business. No material charge of discrimination in employment or employment practices for any reason, including age, gender, disability, race, religion or other legally protected category, has been asserted during the BHGE Ownership Period and is now pending by current or former employees of the IST Business. Neither the Sellers nor GEOG M&I is subject to any pending audit, or pending investigation from any labor inspection or similar Governmental Authority with respect to the IST Business which would reasonably be expected to result in any material Liability and, to the Knowledge of BHGE LLC, no such audit or investigation has been threatened. To the Knowledge of BHGE LLC, there are no material outstanding, unsatisfied obligations to comply with any recommendation or declaration of any court or other tribunal in respect of any of the current or former employees of the IST BusinessCode. (e) Except where the disclosure of such information would be prohibited by data privacy/protection laws without the individual’s consent, Section 3.12(e)(i) of the Seller Disclosure Schedule sets forth a true and complete list of each current IST Employee, including with respect to each IST Employee, (i) the location (country, state or province) in which each such IST Employee is based and primarily performs his or her duties or services, (ii) the name of such IST Employee’s formal employer, (iii) such IST Employee’s annual base salary or wages and any incentives or bonus target for 2018 and (iv) each such IST Employee’s most recent hire date. Except as set forth on Section 3.12(e)(ii) of the Seller Disclosure Schedule, no IST Employee is on a leave of absence or, to the Knowledge of BHGE LLC, no IST Employee with a career band of SPB or higher has given notice in writing as of the date hereof of his or her intention to go on a leave of absence.