Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. None of the employees of Republic or any of the Republic Subsidiaries is represented in his or her capacity as an employee of Republic or any of the Republic Subsidiaries by any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are no complaints, charges or claims against Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, safety and health, whistleblower statutes, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None of the employees of Republic or any of the Republic Subsidiaries is represented Except as set forth in his or her capacity as an employee of Republic or any of the Republic Subsidiaries by any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic Subsidiaries pending Schedule 3.15 or, other than with respect to the Knowledge of Republicclause (iii) below, threatened thatexcept as would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There is Effect, (i) there are no picketing suits, actions, investigations, proceedings, charges, grievances or attorney demand letters, pending or, to the Knowledge of RepublicSeller, threatenedThreatened, involving any Longhorn Entity and any Longhorn Employee or former Longhorn employee, (ii) there is no labor strike, slowdown, stoppage, lockout or labor dispute pending, affecting or, to the Knowledge of Seller, Threatened, against any Longhorn Entity, and since January 1, 2010, there has not been any such action, (iii) neither Longhorn nor its Subsidiaries is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union or works council applicable to any Longhorn Employee, and, to the Knowledge of Seller, there are no strikesunion organizing activities among any Longhorn Employees or proceedings involving any labor union to organize or represent any such Longhorn Employees, slowdowns(iv) to the Knowledge of Seller, work stoppages, other job actions, lockouts, arbitrations, grievances neither Longhorn nor any of its Subsidiaries has engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar Law, (v) there are no unfair labor disputes involving any of the employees of Republic practice charges or other applications or proceedings before a labor relations board or any of the Republic Subsidiaries similar authority currently pending or, to the Knowledge of RepublicSeller, threatened thatThreatened, individually or in the aggregateinvolving any Longhorn Entity and any Longhorn Employee, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are no complaints, charges or claims against Republic or (vi) neither Longhorn nor any of the Republic its Subsidiaries pending oris a party to, to the Knowledge of Republicor otherwise bound by, threatened that could be brought any consent decree with, or filed with citation or other order by, any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or practices with respect to the employment or termination of employment or failure to employ by Republic or any Longhorn Employees, and (vii) since January 1, 2010, neither Longhorn nor any of the Republic Subsidiaries, of any individual that, individually or in the aggregate, have had or would reasonably be expected to have its Subsidiaries has effected (y) a Material Adverse Effect on Republic. Except for those matters that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, safety and health, whistleblower statutes, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Longhorn or any of its Subsidiaries in the United States or (z) a “mass layoff” (as defined by the WARN Act) affecting any site of employment or facility of Longhorn or any of its Subsidiaries in the United States, nor has Longhorn or any of its Subsidiaries in the United States engaged in layoffs or employment termination in the United States that were sufficient in number to trigger application of any similar state or local LawsLaw, and (viii) each Longhorn Entity is in compliance with all applicable laws, Contracts and policies relating to employment practices, wages, hours and terms and conditions of employment, employment standards, termination of employment, employee whistle-blowing, immigration, employee privacy, human rights and occupational safety with respect to Republic or any of the Republic SubsidiariesLonghorn Employees.

Employment and Labor Matters. None Neither the Company nor any of its Subsidiaries is a party to any Collective Bargaining Agreement with respect to employees of the employees of Republic Company or any of its Subsidiaries (each, a “Company Employee”) that has had or could reasonably be expected to have a Company Material Adverse Effect, other than those that the Republic Subsidiaries is represented in his or her capacity as an employee of Republic Company or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To the Republic Subsidiaries by Company’s knowledge, as of the date hereof, there are no activities or proceedings of any labor organizationor trade union, staff association or other body to organize any Company Employee where such activities or proceedings could reasonably be expected to have a Company Material Adverse Effect. Neither Republic nor any of No material Collective Bargaining Agreement is being negotiated by the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic Subsidiaries pending Company or, to the Knowledge Company’s knowledge, any of Republicits Subsidiaries with respect to any Company Employees. Since January 1, 2015, there has been no actual, or to the Company’s knowledge, threatened thatunfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting the Company or any of its Subsidiaries involving the Company Employees that would, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on Republic. There is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances circumstances which could or other labor disputes involving might give rise to any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened thatsuch dispute that would, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect on RepublicEffect. There are no complaintsThe Company is, charges or claims against Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out ofand has been, in connection withcompliance with all Laws regarding employment and employment practices, or otherwise relating to the employment Laws or to the employment or termination terms and conditions of employment or failure to employ by Republic or any and wages and hours (including classification of the Republic Subsidiaries, employees) and other Laws in respect of any individual thatreduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, be reasonably expected to have had a Company Material Adverse Effect. There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or would other amounts due or owing by the Company pursuant to any workplace safety and insurance/workers’ compensation Laws, the Company has not been reassessed in any material respect under such Laws during the past three years and the Company has not received any claims under such Laws, in each case, that could reasonably be expected to have a Company Material Adverse Effect on Republic. Except for those matters that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, safety and health, whistleblower statutes, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic SubsidiariesEffect.

Employment and Labor Matters. None Neither the Company nor any of its Subsidiaries is, or since December 31, 2018 has been, a party to or bound by any collective bargaining agreement, labor union contract or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization with respect to the employees of Republic Company or any of its Subsidiaries. To the Republic Subsidiaries is represented in his knowledge of the Company, there are, and for the past three years have been, no activities or her capacity as an employee proceedings of Republic any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Republic Subsidiaries by any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic Company or any of its Subsidiaries. There is, and for the Republic Subsidiariespast three years has been, nor has Republic no strike, lockout, slowdown or work stoppage against the Company or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Republicthe Company or any of its Subsidiaries. There is no pending, or to the knowledge of the Company, threatened thatcharge or complaint against the Company or any of its Subsidiaries by or before the National Labor Relations Board or any comparable Governmental Entity, and none of the Company 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, has had or a Company Material Adverse Effect, for the past three years, the Company 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 a Material Adverse Effect on Republic. There is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened thathave, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect on Republic. There Effect, there are no complaintsoutstanding assessments, charges penalties, fines, Liens, charges, surcharges or claims against Republic other amounts due or owing by the Company or any of the Republic its Subsidiaries pending or, pursuant to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, workplace safety and health, whistleblower statutes, insurance or workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None Neither the Company nor any of its Subsidiaries is, or since December 31, 2011 has been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”). No employee is represented by a labor organization for purposes of collective bargaining with respect to the employees of Republic Company or any of its Subsidiaries. To the Republic Subsidiaries is represented in his knowledge of the Company, as of the date hereof, there are no activities or her capacity as an employee proceedings of Republic any labor or trade union to organize any employees of the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Republic Subsidiaries by any labor organization. Neither Republic nor Company or, to the Company’s knowledge, any of its Subsidiaries. As of the Republic Subsidiaries has recognized any labor organizationdate hereof, nor has any labor organization been elected as there is no strike, lockout, slowdown, or work stoppage against the collective bargaining agent of any employees of Republic Company or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge Company’s knowledge, threatened, that may interfere in any material respect with the respective business activities of Republicthe Company or any of its Subsidiaries. To the knowledge of the Company, threatened thatas of the date hereof, there is no pending charge or complaint against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity, and none of the Company 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. The Company has complied with all laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including, without limitation, classification of employees) and other laws in respect of any reduction in force, including without limitation, notice, information and consultation requirements, except as has not had and would not have, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect on RepublicEffect. There is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikesoutstanding assessments, slowdownspenalties, work stoppagesfines, other job actionsLiens, lockoutscharges, arbitrationssurcharges, grievances or other labor disputes involving amounts due or owing by the Company pursuant to any of the employees of Republic or any of the Republic Subsidiaries pending orworkplace safety and insurance/workers’ compensation Laws, to the Knowledge of Republic, threatened thatexcept as has not had and would not have, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect on Republic. There are no complaintsEffect; the Company has not been reassessed in any respect under such Laws during the past three years, charges or claims against Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual thatexcept as has not had and would not have, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect on Republic. Except for those matters thatEffect; to the knowledge of the Company, there are no claims that may affect the accident cost experience of the Company, except as has not had and would not have, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, safety and health, whistleblower statutes, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic SubsidiariesEffect.

Employment and Labor Matters. None As of the employees date hereof, no Linn Party nor any of Republic its Subsidiaries is, or since December 31, 2009 has been, a party to any Collective Bargaining Agreement, and no employee is represented by a labor organization for purposes of collective bargaining with respect to any Linn Party or any of its Subsidiaries. To the Republic Subsidiaries is represented in his knowledge of the Linn Parties, as of the date hereof, there are no activities or her capacity as an employee proceedings of Republic any labor or trade union to organize any employees of the any Linn Party or any of its Subsidiaries. As of the Republic Subsidiaries date hereof, no Collective Bargaining Agreement is being negotiated by any labor organization. Neither Republic nor Linn Party or, to the knowledge of the Linn Parties, any of their respective Subsidiaries. As of the Republic Subsidiaries has recognized date hereof, there is no strike, lockout, slowdown, or work stoppage against any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic Linn Party or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge knowledge of Republicthe Linn Parties, threatened thatthreatened, that may interfere in any material respect with the business activities of any Linn Party and its Subsidiaries taken as a whole. Except as would not have, individually or in the aggregate, has had or would reasonably be expected to have a Linn Party Material Adverse Effect on Republic. There Effect, there is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances charge or other labor disputes involving complaint against any of the employees of Republic Linn Party or any of its Subsidiaries by the Republic National Labor Relations Board or any comparable Governmental Entity, and none of the Linn Parties and their Subsidiaries pending orare a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to the Knowledge of Republic, threatened thatemployees or employment practices. Except as would have, individually or in the aggregate, have had or would reasonably be expected to have a Linn Party Material Adverse Effect on Republic. There are no complaintsEffect, charges or claims against Republic or any of the Republic Linn Parties and their Subsidiaries pending orhave complied with all applicable Laws regarding employment and employment practices, to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination terms and conditions of employment or failure to employ by Republic or any and wages and hours (including classification of the Republic Subsidiaries, employees) and other applicable Laws in respect of any individual thatreduction in force, including notice, information and consultation requirements. Except as would not have, individually or in the aggregate, have had or would reasonably be expected to have a Linn Party Material Adverse Effect on Republic. Except for those matters thatEffect, individually there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or in the aggregate, have not had other amounts due or would not reasonably be expected owing by any Linn Party pursuant to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None Neither the Company nor any of its Subsidiaries is or has since August 27, 2011 been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”). No employee of the employees of Republic Company or any of the Republic its Subsidiaries is represented in his or her capacity as an employee by a labor organization for purposes of Republic collective bargaining with respect to the Company or any of its Subsidiaries. To the Republic Subsidiaries by knowledge of the Company, from August 31, 2013 through the date hereof, there have been no material activities or proceedings of any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of or trade union to organize any employees of Republic the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Republic Subsidiaries, nor has Republic Company or any of its Subsidiaries. From August 27, 2011 through the Republic Subsidiaries entered into any agreement recognizing any labor organization as date hereof, there has been no strike, lockout, slowdown, or work stoppage against the bargaining agent of any employees of Republic Company or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge Company’s knowledge, threatened, that would interfere in any material respect with the respective business activities of Republic, threatened thatthe Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There the Company, (i) there is no picketing pending or, to charge or complaint against the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic Company or any of its Subsidiaries by the Republic National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries pending orare a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to the Knowledge of Republic, threatened thatemployees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There the Company, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and other laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are no complaints, charges or claims against Republic or any of the Republic Subsidiaries pending or, to the Knowledge of RepublicCompany’s knowledge, threatened that could threatened. Except as has not had and would not reasonably be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating expected to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual thathave, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters thatthe Company, individually there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or in other amounts due or owing by the aggregate, have not had or would not reasonably be expected Company pursuant to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None (a) Neither the Company nor any of its Subsidiaries is or has been, a party to any collective or enterprise bargaining agreement, labor union contract, works council or trade union agreement, recognition agreement, information and consultation agreement or similar agreement (each, a “Collective Bargaining Agreement”). No Company Employee is represented by a labor organization for purposes of collective bargaining or other negotiating or consultation purposes with respect to the employees of Republic Company or any of its Subsidiaries. To the Republic Subsidiaries Company’s Knowledge, there have been no activities, petitions or proceedings of any labor or trade union to organize any Company Employees. No Collective Bargaining Agreement is represented in his or her capacity as an employee of Republic being negotiated by the Company or any of its Subsidiaries. There has been no strike, dispute, walkout, lockout, slowdown, work stoppage or similar industrial action or application to a labor tribunal made against the Republic Subsidiaries by any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic Company or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge Company’s Knowledge, threatened, that may interfere in any material respect with the respective business activities of Republicthe Company or any of its Subsidiaries. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any labor organization) to any payments under any Collective Bargaining Agreement, threatened thator require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any labor organization. (b) Since January 1, 2017, except as would not, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There result in any material Liability to the Company or any of its Subsidiaries, the Company and each of its Subsidiaries is and has been in compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, overtime pay, allowances, loadings, superannuation, record keeping obligations and occupational safety and health, including the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act (the “WARN Act”), any Laws respecting employment discrimination, sexual harassment, bullying, victimization, disability rights or benefits, equal pay, equal opportunity, redundancy, consultation obligations and plant closure issues, affirmative action, workers’ compensation, employee benefits, severance payments, all other payment relating to the termination of employment, contract of services or service relationship, COBRA, labor relations, conclusion of written employment contracts, employee leave issues, wage and hours of work, overtime pay, annual leave, personal leave (including carers/sick pay), maternity, paternity, and adoption pay (and other similar family-related pay), occupational safety and health requirements, disability fund payments, union fees, statutory social security (including pension insurance or superannuation, medical insurance, work-related injury insurance, maternity insurance, labor insurance and unemployment insurance), statutory housing fund or mandatory provident fund and related matters, and no picketing formal claims relating to non-compliance with the foregoing are pending or, to the Knowledge of RepublicCompany’s Knowledge, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened that. Except as would not, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are no complaints, charges or claims against Republic result in any material Liability to the Company or any of the Republic Subsidiaries pending orits Subsidiaries, to the Knowledge of Republicthere are no outstanding assessments, threatened that could be brought or filed with any Governmental Entity or arbitrator based onpenalties, arising out offines, in connection withLiens, charges, surcharges, or otherwise relating other amounts due or owing by the Company pursuant to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual thatworkplace safety and insurance/workers’ compensation Laws. (c) Except as would not, individually or in the aggregate, have had or would reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries, neither the Company nor any of its Subsidiaries has any Liability with respect to any misclassification of any Person as an independent contractor or, in any non-U.S. jurisdiction, as an independent contractor, outsourced staff, labor dispatch staff, a contingent worker or a worker, rather than as an “employee.” (d) (i) The Company and its Subsidiaries have a Material Adverse Effect on Republic. Except not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for those matters thatthe prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, compliance with any underlying industrial instruments, time recording obligations, overtime pay, child labor, modern slavery or human trafficking, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress and (ii) except as would not, individually or in the aggregate, have not had or would not reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries, there are no claims, complaints or lawsuits, pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful or unfair termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) To the Company’s Knowledge, since January 1, 2017, (i) no formal allegations, claims or complaints of sexual harassment, discrimination or retaliation with respect thereto have been made to the human resources or legal departments of the Company or any of its Subsidiaries against or in respect of any current or former non-employee director or any current or former Company Employee at a Material Adverse Effect on Republiclevel of Director or above, Republic and (ii) neither the Republic Company nor any of its Subsidiaries are has entered into any settlement agreement related to such allegations, claims or complaints. (f) To the Company’s Knowledge, no current or former Company Employee at the level of Director or above is in any respect in violation of any material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other material obligation: (i) with or to the Company or its Subsidiaries or (ii) to a former employer relating (A) to the right to be employed by the Company or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. To the Company’s Knowledge no employee of the Company or any of its Subsidiaries at the level of Senior Director or above intends to terminate his or her employment. (g) Except as would not, individually or in the aggregate, reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries, each of the Company and its Subsidiaries is in compliance with all Laws relating the WARN Act. In the eighteen (18) months prior to the employment date hereof, neither the Company nor any of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, safety and health, whistleblower statutes, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there its Subsidiaries has been no “mass layoff” or effectuated (i) a “plant closing” (as defined by in the WARN Act or any similar state term under any analogous Applicable Law) affecting any site of employment or local Laws) with respect to Republic one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, (ii) a “mass layoff” (as defined in the Republic WARN Act, or any analogous Applicable Law) affecting any site of employment or facility of the Company or any of its Subsidiaries, and (iii) neither the Company nor any of its Subsidiaries has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number, including as aggregated, to trigger application of the WARN Act. To the Company’s Knowledge, neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in the WARN Act) during the ninety (90) day period prior to the date hereof, and there has been no termination which would trigger any notice or other obligations under the WARN Act.

Employment and Labor Matters. None As of the employees date hereof, no Buyer Entity nor any of Republic its Subsidiaries is, or since December 31, 2014 has been, a party to any Collective Bargaining Agreement, and no employee is represented by a labor organization for purposes of collective bargaining with respect to any Buyer Entity or any of its Subsidiaries. To the Republic Subsidiaries is represented in his knowledge of EnerJex Parties, as of the date hereof, there are no activities or her capacity as an employee proceedings of Republic any labor or trade union to organize any employees of the any Buyer Entity or any of its Subsidiaries. As of the Republic Subsidiaries date hereof, no Collective Bargaining Agreement is being negotiated by any labor organization. Neither Republic nor Buyer Entity or, to the knowledge of EnerJex Parties, any of their respective Subsidiaries. As of the Republic Subsidiaries has recognized date hereof, there is no strike, lockout, slowdown, or work stoppage against any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic Buyer Entity or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge knowledge of RepublicEnerJex Parties, threatened thatthreatened, that may interfere in any material respect with the business activities of any Buyer Entity and its Subsidiaries taken as a whole. Except as would not have, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There Effect, there is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances charge or other labor disputes involving complaint against any of the employees of Republic Buyer Entity or any of its Subsidiaries by the Republic National Labor Relations Board or any comparable Governmental Entity, and none of EnerJex Parties and their Subsidiaries pending orare a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to the Knowledge of Republic, threatened thatemployees or employment practices. Except as would have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are no complaintsEffect, charges or claims against Republic or any of the Republic EnerJex Parties and their Subsidiaries pending orhave complied with all applicable Laws regarding employment and employment practices, to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination terms and conditions of employment or failure to employ by Republic or any and wages and hours (including classification of the Republic Subsidiaries, employees) and other applicable Laws in respect of any individual thatreduction in force, including notice, information and consultation requirements. Except as would not have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters thatEffect, individually there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or in the aggregate, have not had other amounts due or would not reasonably be expected owing by any Buyer Entity pursuant to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None As of the employees date hereof, neither BRE nor any of Republic its Subsidiaries is, or has been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a "Collective Bargaining Agreement"), and no employee is represented by a labor organization for purposes of collective bargaining with respect to BRE or any of its Subsidiaries. To the Republic Subsidiaries is represented in his knowledge of BRE, as of the date hereof, there are no activities or her capacity as an employee proceedings of Republic any labor or trade union to organize any employees of BRE or any of its Subsidiaries. As of the Republic Subsidiaries date hereof, no Collective Bargaining Agreement is being negotiated by any labor organization. Neither Republic nor BRE or, to the knowledge of BRE, any of its Subsidiaries. As of the Republic Subsidiaries has recognized any labor organizationdate hereof, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic there is no strike, lockout, slowdown, or work stoppage against BRE or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge knowledge of RepublicBRE, threatened thatthreatened, that may interfere in any material respect with the business activities of BRE and its Subsidiaries taken as a whole. Except as would not have, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There Effect, there is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances charge or other labor disputes involving any of the employees of Republic complaint against BRE or any of its Subsidiaries by the Republic National Labor Relations Board or any comparable Governmental Entity, and none of BRE or any of its Subsidiaries pending oris a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to the Knowledge of Republic, threatened thatemployees or employment practices. Except as would not have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are no complaintsEffect, charges or claims against Republic or any of the Republic Subsidiaries pending orBRE has complied with all applicable Laws regarding employment and employment practices, to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination terms and conditions of employment or failure to employ by Republic or any and wages and hours (including classification of the Republic Subsidiaries, employees) and other applicable Laws in respect of any individual thatreduction in force, including notice, information and consultation requirements. Except as would not have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters thatEffect, individually there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or in the aggregate, have not had other amounts due or would not reasonably be expected owing by BRE pursuant to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None Neither the Company nor any of its Subsidiaries is or has since January 1, 2011 been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”). No employee of the employees of Republic Company or any of the Republic its Subsidiaries is represented in his or her capacity as an employee by a labor organization for purposes of Republic collective bargaining with respect to the Company or any of its Subsidiaries. To the Republic Subsidiaries by knowledge of the Company, from June 30, 2014 through the date hereof, there have been no material activities or proceedings of any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of or trade union to organize any employees of Republic the Company or any of its Subsidiaries. From January 1, 2011 through the Republic Subsidiariesdate hereof, nor there has Republic been no strike, lockout, slowdown, or work stoppage against the Company or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge of RepublicCompany’s knowledge, threatened thatthreatened, individually or in the aggregate, has had or that would reasonably be expected to have a Material Adverse Effect on Republicthe Company. There is no picketing pending or, Except as has not had and would not reasonably be expected to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened thathave, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are the Company, (i) there is no complaints, charges pending charge or claims complaint against Republic the Company or any of its Subsidiaries by the Republic U.S. National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries pending orare a party, to the Knowledge of Republicor otherwise bound by, threatened that could be brought any consent decree with, or filed with citation by, any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employees or employment Laws or practices. Except as has not had and would not reasonably be expected to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual thathave, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republicthe Company, the Company and its Subsidiaries have complied with all Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the Company’s knowledge, threatened. Except for those matters thatas has not had and would not reasonably be expected to have, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republicthe Company, Republic and there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Republic Subsidiaries are in compliance with all Laws relating Company pursuant to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None Neither Parent nor any of the its Subsidiaries is a party to any Collective Bargaining Agreement with respect to employees of Republic Parent or any of the Republic its Subsidiaries is represented in his (each, an “Parent Employee”) that has had or her capacity as an employee of Republic could have a Parent Material Adverse Effect, other than those that Parent or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction. To Parent’s knowledge, as of the Republic Subsidiaries by date hereof, there are no activities or proceedings of any labor organizationor trade union, staff association or other body to organize any Parent Employee where such activities or proceedings could have a Parent Material Adverse Effect. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or No material Collective Bargaining Agreement is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic Subsidiaries pending being negotiated by Parent or, to the Knowledge Parent’s knowledge, any of Republicits Subsidiaries with respect to any Parent Employees. Since January 1, 2018, there has been no actual, or to Parent’s knowledge, threatened thatunfair labor practice charges, individually or in the aggregategrievances, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There is no picketing pending orarbitrations, to the Knowledge of Republic, threatened, and there are no strikes, slowdownslockouts, work stoppages, other job actionsslowdowns, lockoutspicketing, arbitrations, grievances hand billing or other labor disputes involving any of the employees of Republic against or affecting Parent or any of the Republic its Subsidiaries pending or, to the Knowledge of Republic, threatened thatinvolving Parent Employees that would, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect on Republic. There and there are no complaints, charges circumstances which could or claims against Republic or might give rise to any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened such dispute that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual thatwould, individually or in the aggregate, have had or would reasonably be expected to have a Parent Material Adverse Effect on RepublicEffect. Except for those matters thatParent is, and has been, in compliance with all Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where any such noncompliance would not, individually or in the aggregate, have not had or would not be reasonably be expected to have a Parent Material Adverse Effect on RepublicEffect. There are no material outstanding assessments, Republic and the Republic Subsidiaries are in compliance with all Laws relating penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Parent pursuant to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31Laws, 2005in each case, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiariesthat could have a Parent Material Adverse Effect.

Employment and Labor Matters. None As of the employees date hereof, AgEagle is not, and has not been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”), and no employee is represented by a labor organization for purposes of Republic or any collective bargaining with respect to AgEagle. To the knowledge of AgEagle, as of the Republic Subsidiaries is represented in his date hereof, there are no activities or her capacity as an employee proceedings of Republic or any of the Republic Subsidiaries by any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of or trade union to organize any employees of Republic or any AgEagle. As of the Republic Subsidiariesdate hereof, nor has Republic or any no Collective Bargaining Agreement is being negotiated by AgEagle. As of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There date hereof, there is no union organization activity involving any of the employees of Republic strike, lockout, slowdown, or any of the Republic Subsidiaries work stoppage against AgEagle pending or, to the Knowledge knowledge of RepublicAgEagle, threatened thatthreatened, that may interfere in any material respect with the business activities of AgEagle taken as a whole. Except as would not have, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There Effect, there is no picketing pending or, to charge or complaint against AgEagle by the Knowledge of Republic, threatenedNational Labor Relations Board or any comparable Governmental Entity, and there are no strikesAgEagle is not a party, slowdownsor otherwise bound by, work stoppagesany consent decree with, other job actionsor citation by, lockouts, arbitrations, grievances any Governmental Entity relating to employees or other labor disputes involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened thatemployment practices. Except as would not have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on RepublicEffect, AgEagle has complied with all applicable Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including classification of employees) and other applicable Laws in respect of any reduction in force, including notice, information and consultation requirements. There are no complaintsoutstanding assessments, charges or claims against Republic or any of the Republic Subsidiaries pending orpenalties, to the Knowledge of Republicfines, threatened that could be brought or filed with any Governmental Entity or arbitrator based onLiens, arising out ofcharges, in connection withsurcharges, or otherwise relating other amounts due or owing by AgEagle pursuant to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters that, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None As of the employees date hereof, no Buyer Entity nor any of Republic its Subsidiaries is, or since December 31, 2012 has been, a party to any Collective Bargaining Agreement, and no employee is represented by a labor organization for purposes of collective bargaining with respect to any Buyer Entity or any of its Subsidiaries. To the Republic Subsidiaries is represented in his knowledge of EnerJex Parties, as of the date hereof, there are no activities or her capacity as an employee proceedings of Republic any labor or trade union to organize any employees of the any Buyer Entity or any of its Subsidiaries. As of the Republic Subsidiaries date hereof, no Collective Bargaining Agreement is being negotiated by any labor organization. Neither Republic nor Buyer Entity or, to the knowledge of EnerJex Parties, any of their respective Subsidiaries. As of the Republic Subsidiaries has recognized date hereof, there is no strike, lockout, slowdown, or work stoppage against any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of Republic Buyer Entity or any of the Republic Subsidiaries, nor has Republic or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge knowledge of RepublicEnerJex Parties, threatened thatthreatened, that may interfere in any material respect with the business activities of any Buyer Entity and its Subsidiaries taken as a whole. Except as would not have, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There Effect, there is no picketing pending or, to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances charge or other labor disputes involving complaint against any of the employees of Republic Buyer Entity or any of its Subsidiaries by the Republic National Labor Relations Board or any comparable Governmental Entity, and none of EnerJex Parties and their Subsidiaries pending orare a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to the Knowledge of Republic, threatened thatemployees or employment practices. Except as would have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are no complaintsEffect, charges or claims against Republic or any of the Republic EnerJex Parties and their Subsidiaries pending orhave complied with all applicable Laws regarding employment and employment practices, to the Knowledge of Republic, threatened that could be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment Laws or to the employment or termination terms and conditions of employment or failure to employ by Republic or any and wages and hours (including classification of the Republic Subsidiaries, employees) and other applicable Laws in respect of any individual thatreduction in force, including notice, information and consultation requirements. Except as would not have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters thatEffect, individually there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or in the aggregate, have not had other amounts due or would not reasonably be expected owing by any Buyer Entity pursuant to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None Neither the Company nor any of its Subsidiaries is or has since August 27, 2011 been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each, a “Collective Bargaining Agreement”). No employee of the employees of Republic Company or any of the Republic its Subsidiaries is represented in his or her capacity as an employee by a labor organization for purposes of Republic collective bargaining with respect to the Company or any of its Subsidiaries. To the Republic Subsidiaries by knowledge of the Company, from August 31, 2013 through the date hereof, there have been no material activities or proceedings of any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of or trade union to organize any employees of Republic the Company or any of its Subsidiaries. No Collective Bargaining Agreement is being negotiated by the Republic Subsidiaries, nor has Republic Company or any of its Subsidiaries. From August 27, 2011 through the Republic Subsidiaries entered into any agreement recognizing any labor organization as date hereof, there has been no strike, lockout, slowdown, or work stoppage against the bargaining agent of any employees of Republic Company or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge Company’s knowledge, threatened, that would interfere in any material respect with the respective business activities of Republic, threatened thatthe Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on Republic. There the Company, (i) there is no picketing pending or, to charge or complaint against the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic Company or any of its Subsidiaries by the Republic National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries pending orare a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to the Knowledge of Republic, threatened thatemployees or employment practices. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There the Company, the Company and its Subsidiaries have complied with all laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and other laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are no complaints, charges or claims against Republic or any of the Republic Subsidiaries pending or, to the Knowledge of RepublicCompany’s knowledge, threatened that could threatened. Except as has not had and would not reasonably be brought or filed with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating expected to the employment Laws or to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual thathave, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. Except for those matters thatthe Company, individually there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or in other amounts due or owing by the aggregate, have not had or would not reasonably be expected Company pursuant to have a Material Adverse Effect on Republic, Republic and the Republic Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.

Employment and Labor Matters. None Neither the Company nor any of its Subsidiaries is or has since January 1, 2011 been, a party to any collective bargaining agreement, labor union contract, or trade union agreement (each a "Collective Bargaining Agreement"). No employee of the employees of Republic Company or any of the Republic its Subsidiaries is represented in his or her capacity as an employee by a labor organization for purposes of Republic collective bargaining with respect to the Company or any of its Subsidiaries. To the Republic Subsidiaries by knowledge of the Company, from June 30, 2014 through the date hereof, there have been no material activities or proceedings of any labor organization. Neither Republic nor any of the Republic Subsidiaries has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of or trade union to organize any employees of Republic the Company or any of its Subsidiaries. From January 1, 2011 through the Republic Subsidiariesdate hereof, nor there has Republic been no strike, lockout, slowdown, or work stoppage against the Company or any of the Republic Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Republic or any of the Republic Subsidiaries. Neither Republic nor any Republic Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor organization. There is no union organization activity involving any of the employees of Republic or any of the Republic its Subsidiaries pending or, to the Knowledge of RepublicCompany's knowledge, threatened thatthreatened, individually or in the aggregate, has had or that would reasonably be expected to have a Material Adverse Effect on Republicthe Company. There is no picketing pending or, Except as has not had and would not reasonably be expected to the Knowledge of Republic, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the employees of Republic or any of the Republic Subsidiaries pending or, to the Knowledge of Republic, threatened thathave, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republic. There are the Company, (i) there is no complaints, charges pending charge or claims complaint against Republic the Company or any of its Subsidiaries by the Republic U. S. National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company and its Subsidiaries pending orare a party, to the Knowledge of Republicor otherwise bound by, threatened that could be brought any consent decree with, or filed with citation by, any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employees or employment Laws or practices. Except as has not had and would not reasonably be expected to the employment or termination of employment or failure to employ by Republic or any of the Republic Subsidiaries, of any individual thathave, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Republicthe Company, the Company and its Subsidiaries have complied with all Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and equitable pay practices) and other Laws in respect of any reduction in force (including notice, information and consultation requirements), and no claims relating to non-compliance with the foregoing are pending or, to the Company's knowledge, threatened. Except for those matters thatas has not had and would not reasonably be expected to have, individually or in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect on Republicthe Company, Republic and there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Republic Subsidiaries are in compliance with all Laws relating Company pursuant to the employment of labor, including all such Laws relating to wages, hours, WARN Act, collective bargaining, discrimination, civil rights, any workplace safety and health, whistleblower statutes, insurance/workers’ ' compensation and the collection and payment of withholding and/or social security taxes and any similar tax. Since December 31, 2005, there has been no “mass layoff” or “plant closing” (as defined by the WARN Act or similar state or local Laws) with respect to Republic or any of the Republic Subsidiaries.