Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. Neither Parent nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any Collective Bargaining Agreement, and no employee is represented by a labor organization with respect to Parent or any of its Subsidiaries. To the knowledge of Parent, there are, and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws.

Employment and Labor Matters. Neither Parent nor any Schedule 4.18 sets forth a true and complete list of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any Collective Bargaining Agreement, and no employee is represented by a labor organization (a) with respect to Parent or any each employee of its Subsidiaries. To Seller (collectively, the knowledge of Parent“Seller Employees”), there aresuch Seller Employee’s name, title, job description, and the annualized compensation payable to such employee for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There iscurrent fiscal year, and (b) with respect to each independent contractor used by Seller (including consultants and independent sales representatives) (collectively, the “Independent Contractors”), such Independent Contractor’s name, nature of engagement (exclusive or non-exclusive), scope of work, location, length of relationship and payments made to such Independent Contractor for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicescurrent fiscal year. Except as would not reasonably be expected set forth on Schedule 4.18, since January 1, 2010, there has been no material change in compensation, by means of wages, salaries, bonuses, gratuities or otherwise, to haveany Seller Employee, individually or payments to any Independent Contractor, or any change in compensation to Seller Employees for reimbursable business expenses, in each case made by Seller, or any Other Affiliated Entities in respect of the aggregateBusiness. Seller, a Parent Material Adverse Effectand the Other Affiliated Entities in respect of the Business, for have conducted, and Seller currently is conducting, the past three years, Parent and its Subsidiaries have complied Business in compliance with all laws regarding Laws relating to employment and employment practices, terms and conditions of employment and employment, wages and hours and nondiscrimination in employment. To Seller’s Knowledge, Seller’s relationship with the Seller Employees is good. There is, and during the past three (including3) years there has been, without limitationno labor strike, classification labor dispute, slow-down, work stoppage, labor difficulty or claim by any employee actually pending or, to Seller’s Knowledge, threatened. None of employees)the Seller Employees is covered by any collective bargaining agreement, immigration and other laws in respect no collective bargaining agreement is currently being negotiated and, to Seller’s Knowledge, no attempt is currently being made or during the past three (3) years has been made to organize any of such employees to form or enter into any labor union or similar organization. None of the Independent Contractors used by Seller is treated, or required to be treated, as an employee of Seller for purposes of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsapplicable Law.

Employment and Labor Matters. Neither Parent nor any (a) Schedule 4.24 sets forth a true, accurate and complete list of its Subsidiaries isthe names, or since December 31titles, 2018 has been, a party to or bound by any Collective Bargaining Agreement, annual compensation and no employee is represented by a labor organization all bonuses and similar payments made with respect to Parent or any of its Subsidiaries. To the knowledge of Parent, there are, and each such individual for the past three years have beencurrent and immediately preceding fiscal year for all directors, no activities or proceedings of any labor or trade union to organize any officers, members, managers and employees of Parent or any of Seller. Seller has at all times conducted and is currently conducting its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledge, threatened, that may interfere respective businesses in any material respect compliance with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity all Laws relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and employment, wages and hours and nondiscrimination in employment. (includingb) Except as set forth on Schedule 4.24, without limitationthe relationships of Seller with its employees (and, classification if applicable, its unions) is good and there is, and during the past five (5) years there has been, no labor strike, dispute, slow-down, work stoppage or other labor difficulty actually pending or threatened against or involving Seller. No grievance or arbitration proceeding arising out of employees), immigration or under any collective bargaining agreement between Seller and other laws in respect of any reduction in force, including without limitation, notice, information its employees is pending and consultation requirementsno claim therefor has been asserted. Except as would set forth on Schedule 4.24, none of the employees of Seller is covered by any collective bargaining agreement, no collective bargaining agreement is currently being negotiated, and no attempt is currently being made or during the past three (3) years has been made to organize any employees of Seller to form or enter a labor union or similar organization. (c) To the knowledge of Seller and the Stockholders, no executive or key employee or group of employees has any plans to terminate his, her or their employment with Seller as a result of this Agreement or otherwise. For each employment agreement, noncompetition agreement and consulting agreement to which Seller is party, whether such agreement is formal or informal, and whether or not reasonably be expected to havein writing, individually or in Schedule 4.24 sets forth the aggregateparties thereto, a Parent Material Adverse Effectthe term, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or the territory (if applicable) and any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Laws(if applicable) arising therefrom.

Employment and Labor Matters. Neither Parent nor any Seller has provided Buyer with a true, accurate and complete list of its Subsidiaries is, the names and titles or since December 31, 2018 has been, job descriptions of each employee of Seller wholly or primarily dedicated to the Seller Business and each employee of Seller who devotes a party material portion of his or her time to or bound by any Collective Bargaining Agreement, the Seller Business (the “Affected Employees”) and no employee is represented by a labor organization with respect each consultant of Seller and the annual compensation payable to Parent or any of its Subsidiaries. To the knowledge of Parent, there are, and each such individual for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practicescurrent fiscal year. Except as would not reasonably be expected set forth on Schedule 3.8, since January 1, 2003, there has been no change in compensation, by means of wages, salaries, bonuses, gratuities or otherwise, to haveany Affected Employee or consultant of Seller, individually or any change in the aggregate, a Parent Material Adverse Effect, compensation to Affected Employees for reimbursable business expenses. Except for the past three yearsAffected Employees, Parent there is no employee of any Affiliate of Seller wholly or primarily dedicated to the Seller Business or who devotes a material portion of his or her time to the Seller Business. Seller has and its Subsidiaries have complied currently is conducting the Seller Business in full compliance with all laws regarding Laws relating to employment and employment practices, terms and conditions of employment and employment, wages and hours (includingand nondiscrimination in employment. With respect to the Affected Employees, without limitationSeller has withheld all amounts required by law or agreement to be withheld from the wages or salaries of, classification of employees), immigration and other laws in respect payments to such Affected Employees and any former Affected Employees and is not liable for any arrearage of wages, salaries or other payments to such employees and any reduction in force, including without limitation, notice, information and consultation requirementsformer employees or any taxes or penalties for failure to comply with any of the foregoing. Except as would not reasonably be expected to haveset forth on Schedule 3.8, individually or in Seller’s relationship with the aggregateAffected Employees is good and there is, a Parent Material Adverse Effectand during the past five (5) years there has been, there are no outstanding assessmentslabor strike, penaltiesdispute, finesslowdown, Liens, charges, surcharges work stoppage or other amounts due labor difficulty actually pending or owing threatened involving the Seller Business. None of the Affected Employees is covered by Parent any collective bargaining agreement, no collective bargaining agreement is currently being negotiated and, to the best of Seller’s knowledge, no attempt is currently being made or during the past three (3) years has been made to organize any of its Subsidiaries pursuant employees to form or enter into any workplace safety labor union or similar organization. Except as set forth on Schedule 3.8, with respect to the Seller Business, (i) there is no unfair labor practice charge or complaint relating to the Seller Business against Seller pending or, to Seller’s Knowledge, threatened, before the National Labor Relations Board or similar governmental agency outside of the United States, (ii) there is no pending, or, to Seller’s Knowledge, threatened, grievance, arbitration, demand letter or claim involving employees of the Seller Business claiming damages in excess of $10,000, and insurance (iii) there is no discrimination charge by employees of the Seller Business with respect to the Seller Business pending before the Equal Employment Opportunity Commission or workers’ compensation Lawsany other similar governmental entity responsible for the prevention of unlawful employment practices.

Employment and Labor Matters. Neither Parent nor any 4.16.1. SCHEDULE 4.16 lists all employees and agents who on the date hereof perform services on a regular basis in the Acquired Business operations of its Subsidiaries isor for Seller. In addition, or since December 31, 2018 has been, a party Seller shall deliver to or bound by any Collective Bargaining AgreementBuyer prior to Closing the current salary and bonus level, and no employee is represented by a labor organization with respect to Parent or any date of its Subsidiaries. To the knowledge employment for each of Parent, there are, such employees and for the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiariesagents. No Collective Bargaining Agreement is being negotiated by Parent such employee or any agent has terminated or given notice of its Subsidiaries. There istermination of his employment as of the date hereof, and for the past three years has beennor, no strike, lockout, slowdown or work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of ParentSeller, threatened charge plans to refuse employment with Buyer after the Closing Date. A. Prior to the Closing Date, Buyer may offer employment to commence on or complaint against Parent after the Closing Date to any or all of the employees of Seller related to the Acquired Business as it may determine. Buyer shall have full and absolute discretion in determining the terms, conditions and benefits relating to such offered employment. Nothing in this Agreement shall obligate Buyer to employ any employee of its Subsidiaries Seller or to offer employment to any employee of Seller on the same terms or conditions or with the same benefits offered by Seller. Nothing in this Agreement shall create any claim or before right on the National Labor Relations Board part of any employee of Seller and no such employee shall be entitled to assert any claim or any comparable Governmental Entityright hereunder. Seller agrees to reasonably cooperate with Buyer, and none of Parent and its Subsidiaries are a partyBuyer similarly agrees to reasonably cooperate with Seller, or otherwise bound by, in connection with any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (notices required by law including, without limitation, classification the WARN Act and its state law equivalent and regarding any written communications made to the employees of employeesSeller during the period from the date hereof until the Closing Date which relate to the transactions contemplated by this Agreement. B. With respect to the group medical and dental plan(s) sponsored and maintained by the Seller (excluding any flexible spending arrangements of Seller providing group health benefits) (the "Seller Medical Plan(s)"), immigration Seller acknowledges that the Buyer intends that the employees hired by Buyer and the dependents of such employees who were covered under the Seller Medical Plan(s) as of the Closing will be entitled to receive group health coverage under a group health plan of the Buyer immediately upon the Closing. C. Seller shall remain liable for all "Seller Employee Liabilities," regardless of when or how such liability arose, and regardless of whether such liability may result in or has resulted in a claim upon the Purchased Assets. For purposes of the preceding sentence, the term "Seller Employee Liabilities" shall mean any claims, liabilities, costs, expenses or compensation which exist, which arise by reason of, or which are in any way connected with or based on (i) an employee's employment relationship with Seller and/or the termination of such relationship; (ii) foreign, federal, state, county or municipal fair employment practices act and/or any law, ordinance or regulation promulgated by any foreign, federal, state, county, municipality or other laws in respect state subdivision as applied to employees of Seller; (iii) interference with and/or breach of contract with employees of Seller; (iv) retaliatory or wrongful discharge of any reduction employee of Seller; (v) intentional or negligent infliction of emotional distress or mental anguish upon employees of Seller; (vi) outrageous conduct with respect to employees of Seller; (vii) interference with business relationships, contractual relationships or employment relationships involving employees of Seller and any third party; (viii) breach of duty, fraud, fraudulent inducement to contract, breach of right of privacy, libel, slander, or tortuous conduct of any kind with respect to employees of Seller; (ix) violations of Title VII of the Civil Rights Act of 1964 and/or the Civil Rights Act of 1991 and/or 42 U.S.C. Section 1981 with respect to employees of Seller; (x) violations of the Age Discrimination in forceEmployment Act of 1967, including without limitationthe Age Discrimination Claims Assistance Act of 1988 and/or the Older Workers' Benefit Protection Act with respect to employees of Seller; (xi) violations of state or federal handicap or disability discrimination laws or acts, noticeincluding, information but not limited to, the Rehabilitation Act of 1973 and consultation requirements. Except as would not reasonably be expected the Americans with Disabilities Act with respect to have, individually employees of Seller; (xii) discriminatory or in wrongful acts against employees of Seller; (xiii) violations of ERISA or the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges Family and Medical Leave Act with respect to employees of Seller; (xiv) violations of the workers' compensation laws of any state or other amounts due jurisdiction or owing by Parent (xv) violations of any other federal, state, county or any municipal law or regulation with respect to employees of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsSeller.

Employment and Labor Matters. (a) Section 2.17(a) of the Company Disclosure Schedule, which schedule has been previously provided to Parent, identifies all employees and consultants employed or engaged by the Company and each Company Subsidiary and sets forth (1) each such individual's rate of pay or annual compensation (and the portions thereof attributable to salary and bonuses, respectively), job title and date of hire, (2) any and all bonus payments potentially payable to such employees or consultants through the end of the Company's fiscal year ended September 30, 2001 (the "Bonuses") and (3) any and all contemplated, proposed or approved salary or bonus increases payable to such employees or consultants (the "Proposed Compensation Increases"). There are no bonus payments owed, accrued or otherwise contemplated by the Company payable to any employee or consultant other than the Bonuses and there are no salary or bonus increases owed, accrued or otherwise contemplated by the Company other than the Proposed Compensation Increases. There are no employment, consulting, severance pay, continuation pay, termination or indemnification agreements or other similar agreements of any nature (whether in writing or not) between the Company, any Company Subsidiary and any current or former stockholder, officer, director, employee of, or consultant to, the Company or any Company Subsidiary. No individual will accrue or receive additional benefits, service or accelerated rights to payments under any Company Benefit Plan or any of the agreements set forth in Section 2.17(a) of the Company Disclosure Schedule, including the right to receive any parachute payment, as defined in Section 280G of the Code, or become entitled to severance, termination allowance or similar payments as a result of the transaction contemplated herein. Neither Parent the Company nor any Company Subsidiary is delinquent in payments to any of its Subsidiaries isemployees or consultants for any wages, salaries, commissions, bonuses or other compensation for any services. None of the Company's nor any Company Subsidiaries' employment policies or practices are currently being audited or investigated by any Governmental Authority. There are no pending, or since December 31to the Company's Knowledge, 2018 threatened, claims, charges, actions, lawsuits or proceedings alleging claims against the Company or any Company Subsidiaries brought by or on behalf of any employee or other individual or any Governmental Authority with respect to employment practices, and to the Company's Knowledge, no facts or circumstances exist that could give rise to any such claims, charges, actions, lawsuits or proceedings. Each individual classified and paid as an "independent contractor" by the Company or any Company Subsidiary has beenbeen accurately classified and paid for all employment, wage and hour, tax and other purposes under applicable Law. (b) There are no controversies pending or, to the Company's Knowledge, threatened, between the Company, any Company Subsidiary and any of its or their respective employees. As of the Effective Time, neither the Company nor any Company Subsidiary is a party to any collective bargaining agreement or bound other labor union contract applicable to persons employed by any Collective Bargaining Agreement, and no employee is represented by a labor organization with respect to Parent the Company or any of its Subsidiaries. To the knowledge of Parent, Company Subsidiaries nor are there are, and for the past three years have been, no any activities or proceedings of any labor union or trade union by any employees to organize any such employees of Parent the Company or any Company Subsidiary. During the past five years there have been no strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent the Company or any Company Subsidiary. Assuming that Parent has not required the Company to terminate the employment of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent or any of the Company's employees and has not communicated its Subsidiaries pending or, intention to Parent’s knowledge, threatened, that may interfere in any material respect with terminate the respective business activities employment of Parent or any of its Subsidiariesthe Company's employees, neither the Company nor any Company Subsidiary has nor will have at the Closing any obligation under the Worker Adjustment and Retraining Notification Act. There The Company and each Company Subsidiary is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied compliance with all laws regarding employment applicable provisions of applicable state, local, federal and employment practicesforeign employment, terms wage and conditions of employment and wages and hours (includinghour, without limitation, classification of employees), immigration labor and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsapplicable laws.

Employment and Labor Matters. Neither Parent nor any (a) The Sellers have made available to the Purchaser a true and complete list of its Subsidiaries isBusiness Employees as of February 2, 2007 containing, for each Business Employee, the job title or since December 31position, 2018 has beendate of commencement of employment or engagement, a party to current compensation including bonus eligibility percentage and sick and paid-time-off and vacation leave that is accrued or bound by any Collective Bargaining Agreement, and no employee is represented by a labor organization with respect to Parent credited but unused or any unpaid as of its Subsidiaries. To the knowledge of Parent, there are, and for date on which the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiarieslist described herein was completed. There is, and for the past three years since January 1, 2005 there has been, no labor strike, lockoutmaterial labor dispute, slowdown or material labor slow-down, material work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledgethe Sellers’ Knowledge, threatened, that may interfere in against any material respect with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or Seller and relating to the knowledge Business. None of Parentthe Business Employees are covered by any collective bargaining agreement and, threatened charge or complaint against Parent or to the Sellers’ Knowledge, no representation petition has been filed by any of its Subsidiaries by or such employee and is pending before the National Labor Relations Board (or any comparable similar non-U.S. Governmental EntityAuthority) and, and none of Parent and its Subsidiaries since January 1, 2005, to the Sellers’ Knowledge no union organizing campaign with respect to the Business has been in progress or has been threatened. (b) With regard to the Business Employees, the Sellers are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity in compliance in all material respects with all applicable Laws relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment employment, and wages and hours (includinghours, without limitationand, classification of employees)to the Sellers’ Knowledge, immigration and other laws are not engaged in respect of any reduction in force, including without limitation, notice, information and consultation requirementsunfair labor practice or unlawful employment practice. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectIn addition, there are no outstanding assessmentsmaterial pending or unremedied grievances, penalties, fines, Liens, or material pending or unremedied unfair labor practice charges, surcharges or other amounts due material pending or owing by Parent unremedied arbitration proceedings against any Seller with respect to the Business. (c) With regard to the Business Employees, the Sellers have not received written notice of any material charge or complaint since January 1, 2005 before the Equal Employment Opportunity Commission or the Department of Labor or any state, local or foreign agency of its Subsidiaries pursuant similar jurisdiction relating to the Sellers, and the Sellers have not, to the Sellers’ Knowledge, received any workplace safety and insurance notice of any such material threatened charge or workers’ compensation Lawscomplaint against any Seller before the Equal Employment Opportunity Commission or the Department of Labor or any state, local or foreign agency of similar jurisdiction relating to the Sellers. (d) With regard to the Business Employees, the Sellers have not received written notice of any material complaint or claim since January 1, 2006 from any Business Employee that has been or will be filed in any federal, state, city or foreign court of competent jurisdiction arising out of the employment with or separation of employment from the Sellers.

Employment and Labor Matters. To Parent’s Knowledge, Parent and its Subsidiaries, and their respective officers, executives, managers and employees have complied and are in compliance in all material respects with all applicable Laws respecting employment or labor, termination of employment and notice upon termination, fair employment practices and equal opportunity, nondiscrimination, harassment, retaliation, human rights, compensation, withholding, pay equity, immigration, collective bargaining, terms and conditions of employment, workers’ compensation, worker classifications, occupational safety, plant closings and wages and hours. Parent and its Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Body. Except as set forth on Schedule 5.23, in the past three (3) years neither Parent nor its Subsidiaries has experienced any material work stoppage, slowdown, labor dispute, allegation, charge, grievance or complaint of unfair labor practice; nor, to Parent’s Knowledge, has any such action been threatened against Parent or its Subsidiaries. There are no material disputes pending or, to Parent’s Knowledge, threatened, between Parent or its Subsidiaries and any of their employees or former employees or employee organizations. Neither Parent nor any of its Subsidiaries is, or since December 31, 2018 has been, are a party to any collective bargaining agreement or bound other labor union or works council contract applicable to persons employed by any Collective Bargaining Agreement, and no employee is represented by a labor organization with respect to Parent or any of its Subsidiaries. To the knowledge of , nor, to Parent’s Knowledge, are there are, and for or have there been in the past three (3) years have been, no any activities or proceedings of any labor or trade union to organize any employees of such employees. To Parent’s Knowledge, no key employee, manager or executive has any plans to terminate employment with Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledge, threatened, that may interfere within twelve (12) months of the date hereof or in any material respect connection with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsClosing.

Employment and Labor Matters. Neither Parent nor any (a) Schedule 4.18(a) sets forth a list of its Subsidiaries all employees of ADP provided under the PEO Services Agreement (“ADP Employees”) as of March 7, 2008 and the details of all aspects of their compensation by Seller including position, start date, salary, bonus, vacation pay or entitlement. All ADP Employees are provided to Seller by ADP pursuant to the PEO Services Agreement. To Seller’s Knowledge, there is, or since December 31, 2018 has been, a party to or bound by any Collective Bargaining Agreement, and no employee is represented by a labor organization with respect to Parent or any of its Subsidiaries. To the knowledge of Parent, there are, and for during the past three (3) years have been, no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years there has been, no labor strike, lockoutdispute, slowdown or slow-down, work stoppage or other labor difficulty actually pending or threatened against Parent or involving ADP or Seller by ADP Employees. To Knowledge of Seller, none of the ADP Employees is covered by any collective bargaining agreement, no collective bargaining agreement is currently being negotiated and no attempt is currently being made or during the past three (3) years has been made to organize the ADP Employees to form or enter a labor union or similar organization. (b) All Seller’s policy and procedure manuals have been delivered or made available to Buyer on the Datasite. (c) Schedule 4.18(c) sets forth a list of its Subsidiaries pending orall ADP Employees who were provided by ADP to Seller and: (i) whose assignment from ADP to Seller has been terminated or expired since January 1, to Parent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Parent or any of its Subsidiaries. There is no pending2007, or (ii) to Seller’s Knowledge, who have indicated that they will be leaving or considering leaving ADP’s employ. (d) At no point in the knowledge of Parentlast twelve months has Seller employed, threatened charge either individually or complaint against Parent jointly with others, 100 or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to more full-time employees or employment practices. Except as would not reasonably be expected to haveADP Employees or 100 or more employees or ADP Employees who, individually or in the aggregate, a Parent Material Adverse Effectworked at least 4,000 hours per week. Seller is not an “employer” as defined under the Worker Adjustment and Retraining Notification Act (“WARN”), for the past three years29, Parent and its Subsidiaries have U.S.C. Section 2101, et seq., or similar state law provisions. (e) Seller (i) has complied in all substantial respects with all laws regarding employment Laws applicable to Seller with respect to all Persons who have provided services to Seller on a substantially full-time employee-equivalent basis, and employment practices(ii) has not incurred any liability, terms and conditions of employment and wages and hours whether direct, indirect, contingent or otherwise (including, without limitation, classification of employeesincluding any Tax liability), immigration and other laws in with respect to the utilization of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected services provided to have, individually or in Seller by the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries ADP Employees except pursuant to any workplace safety and insurance or workers’ compensation Lawsobligations arising under the PEO Services Agreement.

Employment and Labor Matters. Neither Parent nor (a) As of the Agreement Date, no AiPharma Company has, and has never had, any employees. (b) Schedule 3.17(b) of the Seller Disclosure Letter contains a true and correct list of individuals who are currently performing services for the AiPharma Companies and are classified as “consultants” or “contract labor” or “independent contractors”, and the respective compensation of each such “consultant” or “contract laborer” or “independent contractor”. (c) The AiPharma Companies are not and have never been a party to, are not and have never been bound by, and do not have and has never had a duty to bargain under, any collective bargaining agreement or other Contract with a labor union, labor organization, or similar Person representing any of its Subsidiaries isemployees. (d) To the Knowledge of the Seller, the AiPharma Companies are, and have been, in material compliance with all applicable Laws respecting labor, employment, employment practices, and terms and conditions of employment, including worker classification, discrimination, harassment and retaliation, equal employment opportunities, fair employment practices, meal and rest periods, immigration, employee safety and health, payment of wages (including overtime wages), unemployment and workers’ compensation, occupational safety and health, leaves of absence, hours of work, employee privacy, and termination of employment. As of the Agreement Date, there are no actions, suits, claims, charges, lawsuits, investigations, audits or administrative matters pending or threatened or reasonably anticipated against the Company relating to any employee, former employee, applicant for employment, consultant, independent contractor, employment agreement or benefit plan (other than routine claims for benefits). (e) The AiPharma Companies are not delinquent to, and have not failed to pay, any of its consultants or contractors for any wages (including overtime, meal breaks or waiting time penalties), salaries, commissions, accrued and unused vacation, on-call payments, travel payments, or since December 31equal pay to which they would be entitled under applicable laws, 2018 has beenif any, bonuses, benefits, advantage in kind, profit sharing, stock options or other compensation for any services performed by them or amounts required to be reimbursed or damages or interest paid to such individuals. The AiPharma Companies are not liable for any payment to any trust or other fund or to any governmental authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). (f) To the Knowledge of the Seller, with respect to each individual who currently renders services to the AiPharma Companies, the AiPharma Companies have accurately classified each such individual as an employee, independent contractor, or otherwise under all applicable Laws. The AiPharma Companies do not have any material liability with respect to any misclassification of: (a) any Person as an independent contractor rather than as an employee, (b) any employee leased from another employer or (c) any employee currently or formerly classified as exempt under all applicable Laws. (g) To the Knowledge of the Seller, no current employee, consultant or contractor is a party to or is bound by any Collective Bargaining Agreementemployment agreement, and no employee is represented by a labor organization with respect to Parent patent disclosure agreement, non-competition agreement, non-disclosure agreement, non-solicitation agreement, or any of its Subsidiaries. To the knowledge of Parentother restrictive covenant or other agreement with any Person, there areor subject to any judgment, and for the past three years have been, no activities decree or proceedings order of any labor court or trade union to organize any employees of Parent or administrative agency, any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent or any of its Subsidiaries pending or, to Parent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as which would not reasonably be expected to have, individually materially impair the performance by such Person of any of his or in the aggregate, a Parent Material Adverse Effect, her duties or responsibilities for the past three yearsAiPharma Companies. To the Knowledge of the Seller, Parent and its Subsidiaries have complied with all laws regarding no current employee, contractor or consultant is in violation of any term of any employment and agreement, patent disclosure agreement, non-competition agreement, or any other restrictive covenant to a former employer or entity relating to the right of any such employee, contractor or consultant to be employed or retained by the AiPharma Companies, as the case may be. (h) As of the Agreement Date, there is no Action, unfair labor practice charge or complaint, labor dispute or grievance pending or threatened against the AiPharma Companies relating to labor, employment, employment practices, or terms and conditions of employment employment. (i) The AiPharma Companies do not have any custom or practice of paying severance amounts over and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or above the statutory required minimum in the aggregateevent of termination of employment, a Parent Material Adverse Effector bonus or similar annual incentive payments, there whether in writing or otherwise. (j) The AiPharma Companies and, to the Knowledge of the Seller, each current employee, are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety in compliance with all applicable visa and insurance or workers’ compensation Lawswork permit requirements.

Employment and Labor Matters. (a) Neither Parent the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any collective bargaining agreement, labor union contract, industrial agreement, trade union agreement, or other Contract with a labor organization (each a "Collective Bargaining Agreement, and no employee is represented by a labor organization with respect to Parent or any of its Subsidiaries"). To the knowledge Knowledge of Parentthe Company, there are, and for the past three (3) years have been, no (i) activities or proceedings of any labor or trade union organization to organize any employees Employees of Parent the Company or any of its SubsidiariesSubsidiaries or (ii) labor organizing activities among Employees. No Collective Bargaining Agreement is being negotiated by Parent the Company or any of its Subsidiaries. There is, and for the past three (3) years has been, no strike, lockout, slowdown slowdown, work stoppage, or work stoppage against Parent or any of its Subsidiaries other material labor dispute pending or, to Parent’s knowledgethe Knowledge of the Company, threatened, that may interfere in any material respect with threatened against the respective business activities of Parent Company or any of its Subsidiaries. There With respect to the transactions contemplated by this Agreement, the Company and its Subsidiaries have satisfied all notice, consultation, consent, and bargaining obligations owed to Employees and their representatives under applicable Law or Collective Bargaining Agreement. (b) The Company and its Subsidiaries are, and for the past three (3) years have been, in compliance in all material respects with applicable Laws with respect to labor and employment (including applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of Employees as exempt and non-exempt, immigration status, discrimination in employment, Employee health and safety, rest hours, obligatory compensations, obligatory guarantees and collective bargaining). Except as would not result in material liability to the Company or any of its Subsidiaries: (i) the Company and its Subsidiaries have paid all wages, salaries, wage premiums, commissions, bonuses, fees, and other compensation which have come due and payable to their Employees and independent **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** contractors under applicable Law, Contract or company policy; and (ii) neither the Company nor any of its Subsidiaries is no pendingliable for any fines, taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation. (c) In the knowledge past three (3) years, neither the Company nor any of Parentits Subsidiaries has implemented or announced any location closing or employee layoff implicating the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable foreign, threatened charge state, or complaint against local Law. The Company has made available to Parent the name, work location, and termination date of each Employee terminatedby the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for ninety (90) days immediately preceding the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsClosing Date.

Employment and Labor Matters. (a) Neither Parent the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any Collective Bargaining collective bargaining agreement or other agreement with a, or is party to any other legally binding commitment to any, labor union, works council or other employee representative body. Since the Reference Date, (i) to the Knowledge of the Company, there has not been any material activity on behalf of any labor union, works council or other employee representative body to organize any employees of the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has experienced any pending or, to the Knowledge of the Company, threatened picketing, strike, slowdown, work stoppage, lockout or material grievance, claim of unfair labor practices or other collective bargaining dispute since the Reference Date. (b) As of the date of this Agreement, the Company and its Subsidiaries are, and between the Reference Date and the date of this Agreement have been, in compliance in all material respects with all Laws relating to labor, employment and employment practices, including all such Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, workers’ compensation, safety and health, immigration, work authorization, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. (c) There has been no employee is represented “mass layoff”, “mass termination”, “collective dismissal”, “group dismissal”, “group termination” or “plant closing” (as defined by a labor organization WARN or any similar foreign, state, provincial or local Laws) with respect to Parent the Company between the Reference Date and the date of this Agreement. In the six (6) month period prior to the date of this Agreement, there has not been any “employment loss” (as defined in WARN), layoff, furlough, or other act, which, if continued for six (6) months, would in the aggregate trigger obligations under WARN. (d) Since the Reference Date, to the Knowledge of the Company, the Company and each of its Subsidiaries have investigated all sexual harassment allegations of which the Company has Knowledge in compliance in all material respects with all applicable Laws. The Company and each of its Subsidiaries have not, since the Reference Date, entered into any settlement agreement, separation agreement, or non-disclosure agreement with respect to allegations of sexual or other harassment allegedly committed by any directors or executive officers of the Company or any of its Subsidiaries. To Since the knowledge Reference Date, to the Knowledge of Parentthe Company, there are, and for the past three years have been, Company has received no activities or proceedings written allegation that an officer employee of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent Company or any of its Subsidiaries pending or, has engaged in sexual or other unlawful harassment with respect to Parentsuch officer employee’s knowledge, threatened, that may interfere in any material respect employment with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsCompany.

Employment and Labor Matters. Except as set forth on the attached Employment and Labor Matters Schedule: (a) (i) Neither Parent the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to or bound by any Collective Bargaining Agreementcollective bargaining agreement, nor has any of them experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years and (ii) to the Company’s knowledge, (x) there are no employee is represented by a labor organization with respect to Parent disputes pending or threatened between the Company or any of its Subsidiaries and any of their employees and (y) there are no current union representation questions involving employees of the Company or any of its Subsidiaries. To . (b) There has been no “mass layoff” or “plant closing” (as defined by the knowledge of Parent, there are, Worker Adjustment and for Retraining Notification Act) with respect to the past three years have been, no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent Company or any of its Subsidiaries pending orwithin the last six months. (c) Except as required by Law or as set forth on the attached Employment and Labor Matters Schedule, the employees of the Company are “at will” and neither the Company nor its Subsidiaries employs or engages any employee or independent contractor who cannot be dismissed immediately, whether currently or immediately after the transactions contemplated by this Agreement, without notice and without further liability to Parent’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Parent Company or any of its Subsidiaries. (d) All current employees of the Company and its Subsidiaries who work in the United States are, and all former employees of the Company and its Subsidiaries who worked in the United States whose employment terminated, voluntarily or involuntarily, within the three years prior to the date hereof, were legally authorized to work in the United States. There is no pendingThe Company and its Subsidiaries have completed and retained the necessary employment verification paperwork under the Immigration Reform and Control Act of 1986 (“IRCA”) for the employees hired prior to the date hereof. Further, at all times prior to the Closing Date, the Company and its Subsidiaries were in material compliance with both the employment verification provisions (including the paperwork and documentation requirements) and the anti-discrimination provisions of IRCA. (e) The Company, including its officers, has not received within the past five years any notice of intent by any Governmental Body responsible for the enforcement of labor or employment Laws to conduct an investigation relating to the Company and, to the knowledge of Parentthe Company, no such investigation is in progress. There are no claims or threatened charge claims against the Company under any workers’ compensation plan or complaint against Parent policy or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent for long-term disability. (f) The Company and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity compliance with all Laws relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent labor and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in forceemployment, including without limitationto those related to wages, noticehours, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawsdiscrimination.

Employment and Labor Matters. (a) The Seller Entities have made available to Purchaser a true and correct list of (i) the name of each Employee and each such individual’s title, worksite, current base salary or wage rate, current annual bonus target or commission rate (if any), hire date, status as active or on leave (and, if on leave, the nature of the leave and the expected return date) and immigration status (if applicable), with such Employee’s name redacted if required by applicable Law and (ii) the name of each other individual directly providing services to the Company or its Subsidiaries at an annual compensation rate of $100,000 or more and each such individual’s service start date, worksite, approximate hours per week worked, primary service provided and current compensation rate. (i) Neither Parent the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, is a party to any collective bargaining contract applicable to any Employee, (ii) there is no (and during the past four (4) years, there has been no) current labor strike, lockout arbitration, grievance, slowdown, stoppage, or bound by organizational effort pending or threatened in writing against the Company or its Subsidiaries and (iii) to the Knowledge of the Seller Entities, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit relating to any Collective Bargaining AgreementEmployee. Neither the Company nor any of its Subsidiaries is required to notify, consult with or obtain approval from any union, works council or similar body in order to consummate the transactions described herein. (c) Currently, and no during the applicable statute of limitations period, (i) The Company and each of its Subsidiaries have been in compliance with all Laws related to the employment of labor, including without limitation those related to wages, hours, collective bargaining, employee is represented safety and health, classification of employees as exempt or non-exempt, classification of service providers as employees or independent contractors, withholding, prohibited discrimination, equal employment, fair employment practices (including record keeping requirements), meal and rest periods, leaves, immigration and data privacy. (ii) The Company and its Subsidiaries (A) have withheld and properly reported all amounts required by a labor organization law or by agreement to be withheld and reported with respect to Parent wages, salaries and other payments to Employees and other service providers, (B) are not liable for any arrears of wages, severance pay, taxes or penalties, and (C) are not liable for any payment to any trust or other fund for contributions or payments related to Employees or other service providers, (other than routine payments to be made in the Ordinary Course and consistent with past practice). (iii) There is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category that is threatened in writing or pending before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any of its Subsidiaries has employed or currently employs any Person. (iv) Neither the Company nor any of its Subsidiaries is a party to a conciliation agreement, consent decree or other agreement or order with any Governmental Authority with respect to employment practices or under investigation by any Governmental Authority with respect to employment practices. (v) There are no actions, suits, claims or administrative matters currently pending or threatened in writing, between the Company or any of its Subsidiaries, on the one hand, and any or all of their respective current or former Employees contractors or consultants, on the other hand, including without limitation any claims related to harassment or discrimination, wages or hours, breach of contract, wrongful termination, lay off, reduction in force, defamation, intentional or negligent infliction of emotional distress, interference with contract or interference with actual or prospective economic disadvantage, ownership of, or misappropriation of intellectual property agreement, or any other employment or labor matters whatsoever. (vi) There are no claims or actions against the Company or any of its Subsidiaries, or any trustee of the Company or any of its Subsidiaries pending or threatened in writing under any worker’s compensation policy, long-term disability plan or policy or similar policy. (vii) Neither the Company nor any of its Subsidiaries has misclassified any service provider as an independent contractor, consultant, temporary employee, volunteer, or any other servant or agent compensated other than through reportable wages as an employee of the Company or any of its Subsidiaries and no individual has been improperly excluded from any Plan. (d) There are no employment contracts or arrangements (other than (1) for Employees in the U.S., those terminable at will without material liability to the Company or its Subsidiaries, and (2) for Employees outside the U.S., those terminable without material liability to the Company or its Subsidiaries other than statutorily required severance, termination pay, notice period and/or notice pay obligations) with any Employees of the Company or its Subsidiaries. To All employees and consultants of the knowledge Company and its Subsidiaries have signed the standard forms of Parentoffer letters, there employment agreements, or consulting agreements of the Company or its Subsidiaries in the forms which have been made available to Purchaser. (e) The Company and its Subsidiaries are, and for the past three four (4) years have been, no activities or proceedings in compliance with WARN, to the extent applicable. During the 90-day period immediately before the Closing, neither the Company nor any of its Subsidiaries has taken any labor or trade union action that (i) would reasonably be expected to organize any employees of Parent cause Purchaser or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated Affiliates to have any liability or other obligation following the Closing Date under WARN unless such liability or obligations are solely due to actions taken by Parent Purchaser or any of its Subsidiaries. There isAffiliates in anticipation of, and for on, or after the past three years has beenClosing, (ii) would constitute a “mass layoff” or “plant closing” within the meaning of WARN or would otherwise trigger notice requirements or liability under WARN, or (iii) resulted in the termination of employment of 50 or more employees (or more than 10% of the employees in any country outside of the United States). (f) To the Knowledge of the Seller Entities, no strike, lockout, slowdown Employee or work stoppage against Parent consultant of the Company or any of its Subsidiaries pending oris obligated under any Contract, or subject to Parent’s knowledgeany judgment, threateneddecree, or order of any court or administrative agency, that may would interfere in any material respect with such Person’s efforts to promote the respective business activities interests of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied interfere with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation Lawstheir business.

Employment and Labor Matters. (a) Neither Parent the Company nor any of its Subsidiaries is, has any works council or since December 31, 2018 has been, is a party to or bound by any Collective Bargaining Agreementcollective bargaining agreement or other agreement or is party to any other legally binding commitment to any labor union, works council or other employee representative body. Since the Reference Date, (i) to the Knowledge of the Company, there has not been any material activity on behalf of any labor union, works council or other employee representative body to organize any employees of the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has experienced any pending or, to the Knowledge of the Company, threatened picketing, strike, slowdown, material work stoppage, lockout or material grievance, claim of unfair labor practices or other collective bargaining dispute. (b) As of the date of this Agreement the Company and its Subsidiaries are, and between the Reference Date and the date of this Agreement have been, in compliance in all material respects with all Laws relating to labor, employment and employment practices, including all such Laws relating to wages (including minimum wage and overtime wages), discrimination, harassment, retaliation, workers’ compensation, safety and health, immigration, work authorization, worker classification (including employee-independent contractor classification and the proper classification of employees as exempt employees and non-exempt employees), the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. (c) There has been no employee is represented “mass layoff”, “mass termination”, “collective dismissal”, “group dismissal”, “group termination” or “plant closing” (as defined by a labor organization WARN or any similar foreign, state, provincial or local Laws) with respect to Parent the Company between the Reference Date and the date of this Agreement. In the six (6)-month period prior to the date of this Agreement, there has not been any “employment loss” (as defined in WARN), layoff, furlough, or other act, which, if continued for six (6) months would in the aggregate trigger obligations under WARN. (d) During the three (3) year period ending on the date of this Agreement, to the Knowledge of the Company, the Company and each of its Subsidiaries have investigated all sexual harassment allegations of which the Company has Knowledge in compliance in all material respects with all applicable Laws. The Company and each of its Subsidiaries have not, during the three (3) year period ending on the date of this Agreement, entered into any settlement agreement, separation agreement, or non-disclosure agreement with respect to allegations of sexual or other harassment allegedly committed by any directors or executive officers of the Company or any of its Subsidiaries. To During the knowledge three (3) year period ending on the date of Parentthis Agreement, there areto the Knowledge of the Company, and for the past three years have been, Company has received no activities or proceedings written allegation that an officer employee of any labor or trade union to organize any employees of Parent or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by Parent or any of its Subsidiaries. There is, and for the past three years has been, no strike, lockout, slowdown or work stoppage against Parent Company or any of its Subsidiaries pending or, has engaged in sexual or other unlawful harassment with respect to Parent’s knowledge, threatened, that may interfere in any material respect his or her employment with the respective business activities of Parent or any of its Subsidiaries. There is no pending, or to the knowledge of Parent, threatened charge or complaint against Parent or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of Parent and its Subsidiaries are a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, for the past three years, Parent and its Subsidiaries have complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees), immigration and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there are no outstanding assessments, penalties, fines, Liens, charges, surcharges or other amounts due or owing by Parent or any of its Subsidiaries pursuant to any workplace safety and insurance or workers’ compensation LawsCompany.