Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility facility, or (C) other form of Union disruption at the Company or any of its Subsidiaries Subsidiaries, and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute dispute, or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure ScheduleEffect: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN ActWARN”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in In the past three years, (i) no Governmental Entity has threatened (to the knowledge of the Company) or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings proceedings, or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment employment, and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between as set forth on Section 3.19(a) of the Company and Local 175Disclosure Letter or as is required by applicable Law, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries is a party to or bound by or negotiating any collective bargaining agreement, work rules agreement or other agreement written Contract with any labor union, labor organization, employee association, or works council a Union (each, a “UnionLabor Agreement”). Except as set forth on Section 3.19(a) of the Company Disclosure Letter or as is required by applicable to employees Law, no employee of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any a Union with respect to his or her employment work with the Company or any of its SubsidiariesSubsidiaries and, (iii) to the Company’s knowledgeKnowledge of the Company there is and has been no organizing activity, within the past three yearselection petition, no union card signing or other union activity, or union corporate campaigns of or by any Union has attempted to organize employees directed at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative any employees of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries and (v) except has experienced any picketing, strike, slowdown, work stoppage, lockout, or other similar labor disruption, or material grievance or claim of unfair labor practices since the Reference Date, and, to the Knowledge of the Company, no picketing, strike, slowdown, work stoppage, lockout, or other similar labor disruption, or material grievance or claim of unfair labor practices has been threatened since the Reference Date. Except as would not reasonably be expected to havebe material to the Company and its Subsidiaries (taken as a whole), individually the Company and its Subsidiaries have satisfied (or will satisfy prior to the Effective Time) any requirements to obtain the consent of, or provide notice to, or to enter into any consultation with, any Union in connection with the aggregate, Contemplated Transactions. (b) Except to the extent such noncompliance would not reasonably be expected to have a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within since the past three years Reference Date have been, in compliance with all applicable state, federal, and local Laws respecting relating to labor and employmentemployment and employment practices, including all such Laws relating to wages (including minimum wage and overtime wages), discrimination, disabilityharassment, labor relationsretaliation, pay equity, 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 and any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law (“WARN”). Except as would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), there are no Actions pending and, to the Knowledge of the Company, no Actions threatened against the Company or any of its Subsidiaries, at law or in equity, or before or by any Governmental Body, in connection with the employment or engagement or termination of any current or former applicant, employee, consultant, or independent contractor of the Company, including charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, hours or other alleged violations of workLaw. (c) There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries since the Reference Date. (d) In the past three (3) years, payment (i) to the Knowledge of wagesthe Company, no allegations of sexual harassment, sexual misconduct, or unlawful discrimination or retaliation, have been made involving any current or former director, officer or supervisory level employee benefitsof the Company, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has entered into any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) settlement agreements related to allegations of sexual harassment, sexual misconduct, or unlawful discrimination or retaliation by any state current or local Laws requiring notice with respect to such layoffs former director, officer or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge supervisory employee of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as None of the date employees of this Agreement: (i) neither Allied or any of the Company Allied Subsidiaries is represented in his or her capacity as an employee of Allied or any of the Allied Subsidiaries by any labor organization. Neither Allied nor any of its the Allied Subsidiaries is a party to or bound by has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agreementagent of any employees of Allied or any of the Allied Subsidiaries, work rules nor has Allied or other any of the Allied Subsidiaries entered into any agreement recognizing any labor organization as the bargaining agent of any employees of Allied or any of the Allied Subsidiaries. Neither Allied nor any Allied Subsidiary has entered into or is in the process of negotiating any neutrality agreement or agreement with similar effect with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to . There is no union organization activity involving any of the employees of the Company Allied or any of its the Allied Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual pending or, to the Company’s knowledgeKnowledge of Allied, threatened (A) work stoppagesthreatened, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to havethat, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, there Effect on Allied. There is no unfair labor practice, labor dispute or labor arbitration proceeding picketing pending or, to the knowledge Knowledge of Allied, threatened, and there are no strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of the Companyemployees of Allied or any of the Allied Subsidiaries pending or, to the Knowledge of Allied, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect and except as set forth in Section 3.13(b) on Allied. There are no complaints, charges or claims against Allied or any of the Company Disclosure Schedule: (i) the Company and its Allied Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedulepending or, to the knowledge Knowledge of the CompanyAllied, in the past three years, (i) no threatened that could be brought or filed with any Governmental Entity has threatened or initiated any material complaintsarbitrator based on, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees employment Laws or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened employment or termination of employment or failure to issue any significant citation, order, judgment, fine or decree against the Company employ by Allied or any of its the Allied Subsidiaries, of any individual that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on Allied. 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 Allied, Allied and the Allied Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the 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 any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company Allied or any of its Subsidiaries is a partythe Allied Subsidiaries.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, or similar agreement or material work rules or other agreement practices with any labor union, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company or any of its Subsidiaries, (ii) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (“Company Employees”), (iiiii) none to the Knowledge of the Company Employees Company, there is represented by any Union with respect to his no union organizing effort pending or her employment with threatened against the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three yearsthere is no unfair labor practice, there have been no actual labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by with respect to Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries Employees and (v) except there is no slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Company Employees; except, with respect to clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) Effect, the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable stateLaw respecting (i) employment and employment practices, federal(ii) terms and conditions of employment and wages and hours, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, (iii) unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1998 (the “WARN Act”) as a result of any action taken by the Company (other than at the written direction of Parent or as a result of any state of the transactions contemplated hereby) that would reasonably be expected to have, individually or local Laws requiring notice with respect to such layoffs or terminationsin the aggregate, a Company Material Adverse Effect. (c) Except as set forth in Section 3.13(c) of To the Company Disclosure Schedule, to the knowledge Knowledge of the Company, in no Company Employee who is an executive officer has, as of the past three yearsdate hereof, (i) no Governmental Entity has threatened given notice to the Company of any intention to terminate his or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) her employment with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and within the twelve (ii12) no Governmental Entity has issued or, to month period following the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution date of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a partyAgreement.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or similar agreement or work rules or other agreement practices with any labor union, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union there are no strikes or lockouts with respect to his any Company Employees, (iii) to the Knowledge of the Company, there is no union recognition, certification or her employment with organizing effort pending or threatened against the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three yearsthere is no unfair labor practice, there have been no actual labor dispute, grievance (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by with respect to Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries Employees and (v) except there is no organized slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Company Employees; except, with respect to clause (iv), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of material impact on the Company, threatened with respect to Company Employees. (b) Except for such matters that which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of material impact on the Company Disclosure Schedule: (i) Company, the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor (i) employment and employmentemployment practices, including all Laws relating to discrimination, disability, labor relations, (ii) terms and conditions of employment and wages and hours and (iii) unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1998 or any similar state or local law relating to plant closings and layoffs (collectively, the “WARN Act”) or as a result of any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against action taken by the Company or any of its Subsidiaries with respect to (other than at the written direction of Parent or as a result of any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result hereby) that would reasonably be expected to have, individually or in any the aggregate, a material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which impact on the Company or any of its Subsidiaries is a partyCompany.

Employment and Labor Matters. (a) Except for Section 3.13(a) of the Compact by Seller Disclosure Schedule sets forth an accurate and between the Company and Local 175, Utility Workers Union complete list of America, AFL-CIO, all Employees as of the date of this Agreement: , along with the position, date of hire or engagement, annual base compensation and location with respect to such Persons, in each case, to the extent permitted by applicable Law. (ib) neither None of the Seller, any Selling Affiliate or any Acquired Company nor any of its Subsidiaries is a party to or bound by or negotiating the terms of any collective bargaining agreementagreement applicable to, work rules and, to the Seller’s 39 Knowledge, no petition has been filed or other agreement Proceedings instituted by, any Employee or group of Employees in the United States with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board relations board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations recognition of a Company facility or (C) other form of Union disruption at bargaining representative. To the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSeller’s Knowledge, there is no unfair organizational effort currently being made or threatened by or on behalf of any labor practiceunion to organize any Employees in the United States and no such efforts or threats have been made in the preceding five years. There is no labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute or labor arbitration proceeding pending or, to the knowledge Seller’s Knowledge, threatened between the Seller, any Selling Affiliate or any Acquired Company, on the one hand, and any of its Employees, on the other hand, and there have been no such circumstances in the preceding five years, except for such disputes with individual Employees arising in the ordinary course of the CompanyBusiness. The Seller, threatened the Selling Affiliates and the Acquired Companies are in material compliance with respect all applicable Laws pertaining to Company the employment of their Employees. (b) , including but not limited to all such Laws relating to fair employment practices, equal employment opportunities, prohibited discrimination and other similar employment activities, the classification of individuals as contractors, the WARN Act, the provision of meal and rest breaks to employees, and the classification of employees as exempt from overtime or maximum hours restrictions. Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Seller Disclosure Schedule: (i) , the Company Seller, the Selling Affiliates and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws Acquired Companies are not parties to any consent decree relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions employment matters in force, plant closings, notification of employees, and employee terminations and (ii) neither connection with the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Business. Except as set forth in Section 3.13(c3.13(b) of the Company Seller Disclosure Schedule, no Proceeding has been brought or threatened to be brought against the knowledge of Seller, the Company, Selling Affiliates or the Acquired Companies in the past preceding three yearsyears by any labor organization, (i) no Governmental Entity has threatened governmental unit, or initiated any material complaintsprospective, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings current or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, former employee in connection withwith the Business, which, individually or otherwise relating to any Company Employees in the aggregate, if adversely decided, may reasonably or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any did create a liability in excess of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment$100,000. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, or similar agreement or work rules or other agreement practices with any labor union, works council, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except . Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, (A) there are no pending or, to the knowledge of the Company, threatened in writing strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (the “Company Employees”), (B) there is no union organizing effort pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, (C) there is no unfair labor practice, labor dispute (other than routine grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened in writing, with respect to the Company Employees, (D) there is no slowdown or work stoppage in effect or, to the knowledge of the Company, threatened in writing with respect to the Company Employees, nor has the Company or any of its Subsidiaries experienced any events described in clauses (A), (B), (C) or (D) within the past three years. (bii) Except for such matters that as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of on the Company Disclosure Schedule: (i) Company, the Company and its Subsidiaries are, and within the past three years have been, are in compliance with all applicable stateLaws relating to (A) employment and employment practices, federal(B) terms and conditions of employment and wages and hours, (C) unfair labor practices and local Laws respecting labor and employment(D) labor, including all applicable Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefitshours, retirement benefitscollective bargaining, compensationemployment discrimination or harassment, immigrationcivil rights, classification of service providers as employees and/or independent contractors, safety and health, workers’ compensation, working conditionsimmigration, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement pay equity and the consummation collection and payment of the transactions contemplated by this Agreement will not result in any material breach withholding or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a partysocial security.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) No employees of the Company or any of its Subsidiaries are represented by any labor organization and neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules ; (ii) no labor organization or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to group of employees of the Company or any of its Subsidiaries (“Company Employees”)or, (ii) none to the Knowledge of the Company, any third party manager of the Company Employees is represented by Properties has made a written demand for recognition or certification; (iii) to the Knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently filed, or to the Knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any Union other labor relations tribunal or authority concerning any employee of the Company or any of its Subsidiaries; (iv) to the Knowledge of the Company, there are no organizing activities involving the employees of the Company or any of its Subsidiaries pending with respect to his any labor organization or her employment with group of employees of the Company or any of its Subsidiaries, and (iiiv) there is no actual or threatened work stoppage strike or other labor disturbance involving employees of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any third party manager of the Company Properties. (b) There are no unfair labor practice charges, grievances or complaints filed or, to the Company’s knowledgeKnowledge, within the past three years, no Union has attempted to organize threatened in writing by or on behalf of any employee or group of employees at of the Company or any of its Subsidiaries that have not been settled or filed remedied that would reasonably be expected to have a petition with Material Adverse Effect on the National Labor Relations Board seeking to be certified Company and its Subsidiaries, taken as the bargaining representative of any Company Employeesa whole. (c) There are no complaints, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs charges or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at claims against the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending filed or, to the knowledge Knowledge of the Company, threatened in writing to be brought or filed, with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, any federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaintsarbitrator based on, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company, any of its Subsidiaries or third party manager of the Company Employees Properties that have not been settled or any Laws governing labor or employment remedied that would reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (iid) no Governmental Entity has issued orWith respect to employees of the Company and its Subsidiaries, the Company and each of its Subsidiaries are in compliance with all laws relating to the employment of labor, including all such laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act (as amended, “WARN”) and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Company’s knowledge, threatened ; and there has been no “mass layoff” or “plant closing” as defined by WARN with respect to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries within the last six (6) months. To the Knowledge of the Company, with respect to the employees of any third party manager of any Company Property, any such third party manager is in material compliance with all laws relating to the employment of labor, including all such laws relating to wages, hours, WARN and any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Company; and, to the Knowledge of the Company, there has been no “mass layoff” or “plant closing” as defined by WARN with respect to any third party manager of any Company Employees or any Laws governing labor or employmentProperty within the last six (6) months except as would not reasonably be expected to have a Material Adverse Effect on the Company. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither the Company Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) Union applicable to employees of the Company Parent or any of its Subsidiaries (“Company Parent Employees”), (ii) none of the Company Parent Employees is represented by any Union with respect to his or her employment with the Company Parent or any of its Subsidiaries, (iii) to the CompanyParent’s knowledge, within the past three years, no Union has attempted to organize employees at the Company Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Parent Employees, (iv) within the past three years, there have been no actual or, to the CompanyParent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Parent Employees, causing significant disruption to the operations of a Company Parent facility or (C) other form of Union disruption at the Company Parent or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the CompanyParent, threatened with respect to Company Parent Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (aA) Except for the Compact by and between the Company and Local 175in accordance with applicable Law, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company Parkway nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, or similar agreement or work rules or other agreement practices with any labor union, works council, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company Parkway or any of its Subsidiaries (“Company Parkway Employees”), (iiB) none of the Company Employees is represented by any Union there are no strikes or lockouts with respect to his any Parkway Employees pending or, to Parkway’s knowledge, threatened, (C) to the knowledge of Parkway, there is no union organizing effort pending or her employment with the Company threatened against Parkway or any of its Subsidiaries, (iiiD) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Company’s knowledgeknowledge of Parkway, within threatened with respect to Parkway Employees, and (E) there is no slowdown or work stoppage in effect or, to the past three yearsknowledge of Parkway, no Union threatened with respect to Parkway Employees, nor, has attempted to organize employees at the Company Parkway or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of experienced any Company Employeesevents described in clauses (B), (ivD) and (E) hereof within the past three (3) years; except, there have been no actual or, with respect to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, clauses (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (vD) except hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Parkway Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (bii) Except for such matters that as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Parkway Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company Effect, Parkway and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor (A) employment and employmentemployment practices, including all Laws relating to discrimination(B) terms and conditions of employment and wages and hours, disability, labor relations, (C) unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, practices and (D) occupational safety and health, family health and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminationsimmigration. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules agreement or other agreement Contract with any labor union, labor organization, works council, employee association, representative or works council group of employees (each, a “UnionCollective Bargaining Agreement”) applicable to and no employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is are represented by any Union labor union, works council, or other labor organization with respect to his or her their employment with the Company or any of its Subsidiaries, (iii) to . To the Company’s knowledgeKnowledge, within in the past three five (5) years, there have been no Union has attempted labor organizing activities with respect to organize any employees at of the Company or any of its Subsidiaries Subsidiaries. With respect to the Israeli Subs (i) there are no representation proceedings or petitions seeking a representation proceeding pending or filed with any of the labor court or other applicable judicial authority and no labor organization has made a petition with demand for recognition as a representative organization during the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, five (iv5) within the past three years, there have been no actual or, years prior to the Company’s knowledgedate of this Agreement, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (vii) except the Israeli Subs have not paid, been required to pay or been requested to make any payment (including membership fee, professional organizational handling charges) to any employers’ association or organization. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2017: (i) there is has been no strike, lockout, slowdown, work stoppage, material labor grievance, material labor arbitration, unfair labor practice, practice charge or other material labor dispute against or labor arbitration proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company’s Knowledge, threatened with respect to Company Employees. threatened; (bii) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of there has been no pending Proceeding against the Company Disclosure Schedule: or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity; and (iiii) the Company and its Subsidiaries arehave complied with all Laws in all material respects regarding labor, employment and within employment practices, including anti-discrimination, harassment, retaliation, restrictive covenants, terms and conditions of employment, wages and hours (including the past three years have beenFair Labor Standards Act of 1938 (“FLSA”), in classification of employees and equitable pay practices), health and safety, immigration (including the completion of I-9s for all employees and the proper confirmation of employee visas), disability rights or benefits, equal opportunity (including compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigrationany affirmative action plan obligations), workers’ compensation, working conditionslabor relations, occupational safety and healthemployee leave issues, family and medical leave, reductions in forceunemployment insurance, plant closingsclosures and layoffs and other Laws in respect of any reduction in force (including the Worker Adjustment and Retraining Notification Act of 1988 and any similar state, notification of employeeslocal or foreign Law (collectively, “WARN”), notice, information and consultation requirements), and employee terminations no Proceedings relating to labor- or employment-related matters or non-compliance with the foregoing are pending or, to the Company’s Knowledge, threatened; and (iiiv) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) direct or any state or local Laws requiring notice indirect material Liability with respect to such layoffs misclassification of any person as (x) an independent contractor rather than as an employee, (y) an exempt employee rather than as a non-exempt employee with respect to FLSA (or terminationssimilar state Law), or (z) a leased employee from another employer rather than an employee of the Company. (c) Except as set forth in Section 3.13(c) To the Company’s Knowledge, no allegations of sexual harassment, or other discrimination, retaliation or employee conduct policy violations have been made against officers, directors, employees, contractors, or agents of the Company Disclosure Scheduleor its Subsidiaries, that, would reasonably be expected to result in material Liability. (d) To the Company’s Knowledge, no current employee with annualized salary at or above $150,000 has as of the date of this Agreement any definitive plans to terminate his or her employment prior to the knowledge of Closing. (e) There has been no “mass layoff” or “plant closing” (as defined by WARN and the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(sregulations promulgated thereunder) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries within the last six (6) months, and neither the Company nor any of its Subsidiaries has incurred any Liability under WARN that remains unsatisfied. (f) To the Company’s Knowledge, no current or former employee or independent contractor of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to the Company or its Subsidiaries; or (ii) owed to any third party with respect to any such person’s right to be employed or engaged by the Company Employees or any Laws governing labor or employmentits Subsidiaries. (dg) Except as set forth With respect to employees who reside or work in Section 3.12(dIsrael or to whom Israeli Law applies (“Israeli Employees”): (i) of neither the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or nor any of its Subsidiaries is a partysubject to, and no Israeli Employee of the Company or any its Subsidiaries benefits from, any extension order (tzavei harchava) (other than extension orders applicable to all employees in Israel); (ii) the Company’s or any if its Subsidiary’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law-1963, vacation pursuant to the Israeli Annual Leave Law-1951, and contributions to any funds, including all pension arrangements and any personal employment agreement, have been satisfied in all material respects or have been fully funded by contributions to appropriate funds or if not required to be fully funded are fully accrued on the relevant consolidated financial statements in accordance with GAAP; and (iii) the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws, regulations, permits and Contracts relating to employment, wages and other compensation matters and terms and conditions of employment related to their Israeli Employees, including, without limitation, The Advance Notice of Discharge and Resignation Law, (5761-2001), The Notice to Employee (Terms of Employment) Law (5762-2002), The Prevention of Sexual Harassment Law (5758-1998), the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, Law for Increased Enforcement of Labor Laws, 2011, Foreign Employees Law-1991, and The Employment of Employee by Manpower Contractors Law (5756-1996). Neither the Company nor any of its Subsidiaries has engaged any Israeli Employees and service providers whose employment or engagement, as applicable would require special licenses, permits or approvals from any Governmental Entity. All amounts that the Company and its Subsidiaries are legally or contractually required either (x) to deduct from their Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Entity as required by the Israeli National Insurance Law, 1953, or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), and the Company and its Subsidiaries do not have any outstanding obligations to make any such deduction, transfer, withholding or payment (other than such that has not yet become due) with respect to any of the Israeli Employees. (h) All Israeli Employees are lawfully entitled to work for the Company or the applicable Company Subsidiary without any visa or permit. Neither the Company nor any of the Company Subsidiaries engage minors, unpaid interns, unpaid volunteers or foreign employees in Israel in violation of any applicable Israeli law.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee associationunion contract, or works council trade union agreement (each, a “UnionCollective Bargaining Agreement”) applicable to ). No labor organization or group of employees of the Company or any of its Subsidiaries (“Company Employees”)has made a pending demand for recognition or certification, (ii) none and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or to the knowledge of the Company Employees is represented by any Union with respect threatened in writing to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries be brought or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and other labor relations tribunal or authority. (vb) except Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge as of the Company, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: date hereof (i) there are no organizing activities, strikes, lockouts, slowdowns, work stoppages, material arbitrations or material grievances, or other material labor disputes against the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor or any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued pending or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine in writing; (ii) there is no pending charge or decree complaint against the Company or any of its Subsidiaries with respect to any Company Employees by the National Labor Relations Board or any comparable Governmental Entity; and (iii) the Company and its Subsidiaries have complied in all material respects with all Laws governing labor or employment. regarding employment and employment practices (dincluding 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 as set forth in Section 3.12(d) of the Company Disclosure Schedulecould not reasonably be expected to have a Material Adverse Effect, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment each individual who renders services to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries who is a partyclassified by the Company or such Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status is properly so characterized.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or similar agreement or material work rules or other agreement practices with any labor union, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company or any of its Subsidiaries, (ii) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Knowledge of the Company’s knowledge, within the past three years, there is no Union has attempted to organize employees at union organizing effort pending or threatened against the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking respect to be certified as the bargaining representative of any Company Employees, (iv) within the past three yearsthere is no unfair labor practice, there have been no actual labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by with respect to Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries Employees and (v) except there is no slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Company Employees; except, with respect to clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) Effect, the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable stateLaw respecting (i) employment and employment practices, federal(ii) terms and conditions of employment and wages and hours, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, (iii) unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1998 (the “WARN Act”) as a result of any action taken by the Company (other than at the written direction of Parent or as a result of any state of the transactions contemplated hereby) that would reasonably be expected to have, individually or local Laws requiring notice with respect to such layoffs or terminationsin the aggregate, a Company Material Adverse Effect. (c) Except as set forth in Section 3.13(c) of To the Company Disclosure Schedule, to the knowledge Knowledge of the Company, in no Company Employee who is an executive officer has, as of the past three yearsdate hereof, (i) no Governmental Entity has threatened given notice to the Company of any intention to terminate his or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) her employment with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and within the twelve (ii12) no Governmental Entity has issued or, to month period following the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution date of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a partyAgreement.

Employment and Labor Matters. (aA) Except for the Compact by and between the Company and Local 175in accordance with applicable Law, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company Cousins nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, or similar agreement or work rules or other agreement practices with any labor union, works council, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company Cousins or any of its Subsidiaries (“Company Cousins Employees”), (iiB) none of the Company Employees is represented by any Union there are no strikes or lockouts with respect to his any Cousins Employees pending or, to Cousins’s knowledge, threatened, (C) to the knowledge of Cousins, there is no union organizing effort pending or her employment with the Company threatened against Cousins or any of its Subsidiaries, (iiiD) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Company’s knowledgeknowledge of Cousins, within threatened with respect to Cousins Employees and (E) there is no slowdown or work stoppage in effect or, to the past three yearsknowledge of Cousins, no Union threatened with respect to Cousins Employees, nor, has attempted to organize employees at the Company Cousins or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of experienced any Company Employeesevents described in clauses (B), (ivD) and (E) hereof within the past three (3) years; except, there have been no actual or, with respect to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, clauses (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (vD) except hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Cousins Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (bii) Except for such matters that as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Cousins Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company Effect, Cousins and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor (A) employment and employmentemployment practices, including all Laws relating to discrimination(B) terms and conditions of employment and wages and hours, disability, labor relations, (C) unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, practices and (D) occupational safety and health, family health and medical leave, reductions in force, plant closings, notification immigration. Table of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.Contents

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is or has since January 1, 2011 been, a party to or bound by any collective bargaining agreement, work rules labor union contract, or other trade union agreement (each a “Collective Bargaining Agreement”). No employee of the Company or any of its Subsidiaries is represented by a labor organization for purposes of collective bargaining with respect to the Company or any of its Subsidiaries. To the knowledge of the Company, from June 30, 2014 through the date hereof, there have been no material activities or proceedings of any labor union, labor organization, employee association, or works council (each, a “Union”) applicable trade union to organize any employees of the Company or any of its Subsidiaries (“Company Employees”)Subsidiaries. From January 1, (ii) none of 2011 through the Company Employees is represented by any Union with respect to his date hereof, there has been no strike, lockout, slowdown, or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at work stoppage against the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual pending or, to the Company’s knowledge, threatened (A) work stoppagesthreatened, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption that would reasonably be expected to have a Material Adverse Effect on the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries Company. Except as has not had and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company, (i) there is no unfair labor practicepending charge or complaint against the Company or any of its Subsidiaries by the U.S. National Labor Relations Board or any comparable Governmental Entity, labor dispute or labor arbitration proceeding pending or, to the knowledge and (ii) none of the CompanyCompany and its Subsidiaries are a party, threatened with respect or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to Company Employees. (b) employees or employment practices. Except for such matters that as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of on the Company Disclosure Schedule: (i) Company, the Company and its Subsidiaries arehave 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 within the past three years have been, in no claims relating to non-compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued foregoing are pending or, to the Company’s knowledge, threatened threatened. Except as has not had and would not reasonably be expected to issue any significant citationhave, orderindividually or in the aggregate, judgmenta Material Adverse Effect on the Company, fine there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or decree against other amounts due or owing by the Company or any of its Subsidiaries with respect pursuant to any Company Employees or any Laws governing labor or employmentworkplace safety and insurance/workers’ compensation Laws. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for as set forth in Section 3.13 of the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIOSeller Disclosure Schedule, as of the date hereof, none of this Agreement: (i) neither the Company nor any of its Subsidiaries Acquired Companies is a party to or bound by any collective bargaining agreementagreement and, work rules to the Knowledge of the Sellers, no petition has been filed or other agreement Proceedings instituted by any Employee or group of Employees of the Acquired Companies with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board relations board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations recognition of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) bargaining representative. Except as set forth in Section 3.13(c) 3.13 of the Company Seller Disclosure Schedule, there is no labor strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labor dispute pending or, to the knowledge Knowledge of the CompanySellers, threatened between any Acquired Company on the one hand, and any of their Employees, on the other hand, except as would not have a Material Adverse Effect and except for such disputes with individual employees arising in the past three yearsordinary course of business. To the Sellers' Knowledge, (i) as of the date of this Agreement, there is no Governmental Entity has organizing activity involving the Acquired Companies pending or threatened by any labor organization or initiated any material group of Employees. Except as would not have a Material Adverse Effect, there are no complaints, chargescharges or claims against the Acquired Companies pending or, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company Knowledge of the Sellers, threatened that could be brought or its Subsidiaries filed, with any Governmental Authority based on, arising out of, in connection with, with or otherwise relating to the employment or termination of employment of or failure to employ, any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued orindividual. Except as would not have a Material Adverse Effect, to the Company’s knowledgeSellers' Knowledge, threatened to issue any significant citation, order, judgment, fine the Acquired Companies (i) have no direct or decree against the Company or any of its Subsidiaries indirect liability with respect to any Company Employees misclassification of any Person as an independent contractor rather than as an employee, (ii) are in compliance in all material respects with all applicable Laws respecting employment, employment practices, labor relations, employment discrimination, health and safety, terms and conditions of employment and wages and hours, and (iii) have not received any written remedial order or notice of offense under applicable occupational health and safety Law. To the Sellers' Knowledge, none of the Acquired Companies have incurred, and nor do any of them reasonably expect to incur, any liability or obligation under the WARN Act, and the regulations promulgated thereunder, or any Laws governing labor similar state or employmentlocal Law which remains unsatisfied. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except Section 3.17(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all employees and independent contractors currently performing services for the Compact by Seller, including each employee on leave of absence or layoff status, along with the position, date of hire, engagement or seniority, compensation and between non-standard benefits, scheduled or contemplated increases in compensation and benefits, scheduled or contemplated promotions, accrued but unused sick and vacation leave or paid time off and service credited for purposes of vesting and eligibility to participate under any Seller Plan with respect to such Persons. To the Company and Local 175Seller’s Knowledge, Utility Workers Union of America, AFL-CIO, as no employee of the date Seller intends to terminate his or her employment with the Seller. (b) Except as set forth on Section 3.17(b) of this Agreementthe Seller Disclosure Schedule: (i) neither the Company nor any of its Subsidiaries Seller is not, and has not been, a party to or bound by any collective bargaining agreementbargaining, work rules works council, employee representative or other agreement Contract with any labor union, labor organization, employee association, or works council (eachor representative of any employee group, a “Union”) applicable to employees of nor is any such Contract being negotiated by the Company or any of its Subsidiaries (“Company Employees”), Seller; (ii) none the Seller has no Knowledge of the Company Employees is represented by any Union with respect to his union organizing, election or her employment with the Company other activities made or threatened at any of its Subsidiaries, (iii) to the Company’s knowledge, time within the past three yearsyears by or on behalf of any union, works council, employee representative or other labor organization or group of employees with respect to any employees of the Seller; and (iii) there is no Union has attempted union, works council, employee representative or other labor organization, which, pursuant to organize employees at the Company applicable Law, must be notified, consulted or any of its Subsidiaries or filed a petition with which negotiations need to be conducted in connection with the National Labor Relations Board seeking to be certified as transactions contemplated by this Agreement. (c) Since its inception, the bargaining representative of Seller has not experienced any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbillinglabor strike, picketing, walkoutsslowdown, demonstrationslockout, leafletingemployee grievance process or other work stoppage or labor dispute, sit-ins or sick-outs by Company Employees, causing significant disruption nor to the operations of a Company facility Seller’s Knowledge is any such action threatened. To the Seller’s Knowledge, no event has occurred or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not circumstance exists that could reasonably be expected to havegive rise to any such action, individually or nor does the Seller contemplate a lockout of any employees. (d) The Seller has complied in all material respects with all applicable Laws and its own policies relating to labor and employment matters, including fair employment practices, terms and conditions of employment, contractual obligations, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, workers’ compensation, the aggregatepayment of social security and similar Taxes, a Company Material Adverse Effect, there occupational safety and plant closing. (e) There is no unfair labor practice, labor dispute or labor arbitration proceeding Proceeding pending or, to the knowledge of the CompanySeller’s Knowledge, threatened with respect against or affecting the Seller relating to Company Employees. the alleged violation by the Seller (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(bits directors or officers) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting any Law pertaining to labor and employment, including all Laws relating to discrimination, disability, labor relations, relations or employment matters. The Seller has not committed any unfair labor practicespractice, hours nor has there been any charge or complaint of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing unfair labor or employment and (ii) no Governmental Entity has issued practice filed or, to the CompanySeller’s knowledgeKnowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company Seller before any Governmental Authority. There has been no complaint, claim or charge of discrimination filed or, to the Seller’s Knowledge, threatened, against the Seller with any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employmentGovernmental Authority. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. Except as set forth in Section 3.13 of the Disclosure Schedule: (a) Except Each Group Company has paid or made provision for the Compact payment of all salaries and wages, which are payable by and between the such Group Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company nor to any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of such Group Company (collectively, the Company or any of its Subsidiaries (“Company Business Employees”), accrued through the date hereof and will pay or make provision for payment for such salaries and wages for such Business Employees through the Closing Date. Each Group Company has paid in full to all Business Employees all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Business Employees. Each Group Company has paid in full to all independent contractors and consultants all compensation due to or on behalf of such independent contractors and consultants pursuant to the contracts entered into between the applicable Group Company and such independent contractors and consultants. (iib) none (i) None of the Company Business Employees is represented by any Union labor union or other labor representative with respect to his or her employment with the a Group Company; (ii) there are no labor, collective bargaining agreements or similar arrangements binding on any Group Company or with respect to any of its Subsidiaries, Business Employees; (iii) to the Knowledge of the Company’s knowledge, within the past three years, no Union petition has attempted to organize employees at the Company been filed nor has any proceeding been instituted by any Business Employee or any group of its Subsidiaries or filed a petition Business Employees with the National Labor Relations Board or similar Governmental Entity seeking to be certified as the recognition of a collective bargaining representative of any Company Employees, agreement; (iv) within there are no Persons attempting to represent or organize or purporting to represent for bargaining purposes any of the past three years, Business Employees; (v) there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or not occurred any strikes, (B) slowdowns, boycotts, handbillingslow downs, picketing, walkoutswork stoppages or concerted refusals to work or other similar labor activities with respect to Business Employees; and (vi) no grievance or arbitration or other proceeding arising out of or under any collective bargaining agreement relating to a Group Company is pending or threatened. (c) The Group Companies are, demonstrationsand have been, leafletingin compliance in all material respects with all applicable Laws pertaining to employment and employment practices, sit-ins workers’ compensation, terms and conditions of employment, worker safety, worker classification, wages and hours, civil rights, discrimination, immigration and the payment of social security and other taxes. No Group Companies are liable for any payment to any trust or sick-outs by Company Employeesother fund or to any Governmental Entity, causing significant disruption with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the operations Ordinary Course of a Company facility or (C) other form of Union disruption at Business). There are no pending claims against the Company and/or any Subsidiary under any workers compensation plan or any of its Subsidiaries and (v) except as policy or for long term disability that would not reasonably be expected to have, individually covered by the workers compensation plan or in the aggregate, a Company Material Adverse Effect, there is policy. There are no unfair labor practice, labor dispute or labor arbitration proceeding controversies pending or, to the knowledge Knowledge of the Company, threatened with respect to threatened, between a Group Company Employees. (b) Except for such matters that and any of their respective employees, which controversies have or would not reasonably be expected to haveresult in an action, individually suit, proceeding, claim, arbitration or in the aggregateinvestigation before any Governmental Entity. No Group Company, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge Knowledge of the Company, any of their respective representatives or employees, has committed any material unfair labor practice in connection with the past three yearsoperation of the respective businesses of a Group Company, (i) and there is no charge or complaint against a Group Company by the National Labor Relations Board or any comparable Governmental Entity has threatened pending or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to Knowledge of the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employmentthreatened. (d) No Group Company has effectuated: (i) a “plant closing” (as defined in the WARN Act, or any similar Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of such Person; or (ii) a “mass layoff” (as defined in the WARN Act, or any similar Law) affecting any site of employment or facility of such Person. Each Group Company is in compliance in all material respects with the WARN Act and any similar state or local Law. (e) Section 3.13(e) of the Disclosure Schedule sets forth a true, correct and complete list as of the date hereof of all severance Contracts and employment Contracts which contain provisions relating to notice of prior termination or severance upon any type of cessation of services to which a Group Company is a party or by which a Group Company is bound, and under which such Group Company currently has actual or potential Liability entered into with employees at or above the level of officer or senior-management, or with other employees, to the extent such Contracts with other employees have actual or potential Liability greater than $50,000 (the “Severance Contracts”). (f) To the Knowledge of the Company, no employee of a Group Company is in material violation of any term of any employment agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Group Company because of the nature of the business conducted or presently proposed to be conducted by the Group Company or to the use of trade secrets or proprietary information of others. Except as set forth in on Section 3.12(d3.13(f) of the Company Disclosure Schedule, no officer or senior-management level employee has given notice to a Group Company, nor to the execution Knowledge of the Company, does any such officer or employee intend to terminate his or her employment with the Group Companies. The employment of each Business Employee is “at will” (except for employees of a Group Company located in a jurisdiction that does not recognize the “at will” employment concept) and no Group Company has any obligation to provide any particular form or period of notice prior to terminating the employment of any of their respective employees, except as set forth on Section 3.13(f) of the Disclosure Schedule. As of the date of this Agreement Agreement, no Group Company has, and to the knowledge of each Group Company, no other Person has, (i) entered into any Contract that obligates or purports to obligate Buyer to make an offer of employment to any present or former employee or consultant of a Group Company and/or (ii) promised or otherwise provided any written assurances (contingent or otherwise) to any present or former employee or consultant of a Group Company of any terms or conditions of employment with Buyer following the Closing. (g) Each Group Company has provided to Buyer a true, correct and complete list of the names, positions and rates of compensation of all officers, directors and employees of the Group Company, showing each such individual’s name, position, annual remuneration, status as exempt/non-exempt, bonuses and fringe benefits for the current fiscal year and the consummation most recently completed fiscal year, and whether any such employee is on an employer-sponsored, non-immigrant visa and if so, the type and expiration date, and each such employee’s current status (as to leave or disability status and full time or part time, exempt or nonexempt and temporary or permanent status). (h) Each Group Company has provided to Buyer a true, correct and complete list of all of its current consultants, advisory board members and independent contractors and for each the initial date of the transactions contemplated engagement, other than independent contractors hired by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company Subsidiaries in the Ordinary Course of Business pursuant to terms substantially similar to the form of independent contractor agreement that has been made available to Buyer. (i) Each Group Company has made available to Buyer true, correct and complete copies of each of the following: (i) all current forms of offer letters used as of the date hereof, (ii) all current forms of employment agreements and severance agreements used as of the date hereof, (iii) all current forms of employee confidentiality, non-competition or inventions agreements used as of the date hereof, (iv) the most current management organization chart(s), (v) all agreements and/or insurance policies providing for the indemnification of any officers or directors of its Subsidiaries is the Group Companies, (vi) a partysummary of Liability for termination payments to current and former directors, officers and employees of the Group Companies and (vii) a schedule of bonus commitments made to employees of the Group Companies.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither (A) Neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement, or similar agreement or work rules or other agreement practices with any labor union, works council, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company or any of its Subsidiaries, (B) there are no pending or, to the knowledge of the Company, threatened strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (the “Company Employees”), (iiC) none of the Company Employees there is represented by any Union with respect to his no union organizing effort pending or her employment with threatened against the Company or any of its Subsidiaries, (iiiD) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company’s knowledge, within threatened with respect to the past three yearsCompany Employees, and (E) there is no Union slowdown or work stoppage in effect or, to the knowledge of the Company, threatened with respect to the Company Employees, nor has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of experienced any Company Employeesevents described in clauses (B), (ivC), (D) or (E) within the past three years; except, there have been no actual or, with respect to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, clauses (B) slowdownsand (D) hereof, boycottsas would not have, handbillingor would not reasonably be expected to have, picketingindividually or in the aggregate, walkouts, demonstrations, leafleting, sit-ins or sick-outs by a Company Employees, causing significant disruption Material Adverse Effect. (ii) Notwithstanding anything to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries contrary contained in this Agreement, and (v) except for such matters as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, are in compliance with all applicable stateLaws relating to (A) employment and employment practices, federal(B) terms and conditions of employment and wages and hours, (C) unfair labor practices and local Laws respecting labor and employment(D) labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, disabilitycivil rights, labor relationsclassification of service providers as employees and/or independent contractors, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigrationsafety and health, workers’ compensation, working conditionsimmigration, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement pay equity and the consummation collection and payment of the transactions contemplated by this Agreement will not result in any material breach withholding or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a partysocial security.

Employment and Labor Matters. (a) Except for as listed on the Compact by Employees Schedule attached hereto, to ------------------ Seller's actual Knowledge (it being understood that due inquiry is not required with respect to this sentence), no key employee of the Business and between no group of employees of the Company Business has any plans to reject Buyer's offer of employment. The Employee Schedule contains a true, complete and Local 175, Utility Workers Union accurate list of America, AFL-CIO, each ----------------- Business Employee as of the date hereof, his or her date(s) of this Agreement: hire by Seller, position and title (if any), current rate of compensation (without regard to bonuses, commissions and incentive compensation, if any), whether such employee is paid on an hourly or salaried basis, whether such employee is absent from active employment and, if so, the date such employee became inactive, the general reason for such inactive status (to the extent disclosure of such information would not constitute a violation of law) and, if applicable, the anticipated date of return to active employment. (b) Except as set forth on the Labor Matters Schedule, with respect to ---------------------- the Business: (i) neither the Company nor any of its Subsidiaries Seller is a not party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Employees”), ; (ii) none no labor organization or group of the Company Employees is represented by employees has filed any Union with respect representation petition or made any written or oral demand to his or her employment with the Company or any of its Subsidiaries, Seller for recognition; (iii) to Seller's Knowledge no union organizing or decertification efforts are underway or threatened, and no other claim has been made against Seller or to Seller's Knowledge is threatened against Seller concerning the Company’s knowledge, within expansion or extension of representational or collectively bargained rights to any non-union-represented employees of the past three years, no Union has attempted to organize employees at Business by any labor organization that is currently the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining exclusive representative of any Company Employees, of the employees of the Business; (iv) within the past three yearsfive years no labor strike, there have been no actual orwork stoppage, slowdown, or other material labor dispute has occurred, and none is underway or to the Company’s knowledgeSeller's Knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and threatened; (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practiceworker's compensation liability, labor dispute experience or labor matter that could be reasonably expected to have a material adverse effect on the Business; (vi) there is no employment-related charge, complaint, grievance, investigation, or inquiry of any kind, pending or to Seller's Knowledge, threatened in any forum, relating to an alleged material violation or material breach by Seller (or its officers or directors) of any law, regulation or contract; (vii) to Seller's Knowledge, no employee or agent of the Business has committed any act or omission giving rise to liability for any violation identified in subsection (vi) above; and (viii) no term or condition of employment exists through arbitration proceeding pending orawards, settlement agreements, or side agreements that is contrary to the knowledge express terms of the Company, threatened any applicable Collective Bargaining Agreement with respect to Company Employees. (b1) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment ; (2) assignment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and employees to jobs; or (ii3) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminationsother workforce reductions (including, but not limited to, severance or notice requests arising therefrom). (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, With respect to the knowledge of the Company, in the past three yearsBusiness, (i) no Governmental Entity any notice required under any labor law or collective bargaining agreement has threatened or initiated been given, and all bargaining obligations with any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings labor organization or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection withemployee representative have been, or otherwise relating prior to any Company Employees or any Laws governing labor or employment Closing will be, satisfied, and (ii) no Governmental Entity Seller has issued ornot implemented any plant closing or layoff of employees that could implicate the Worker Adjustment Retraining and Notification Act of 1988, to the Company’s knowledgeas amended ("WARN") , threatened to issue any significant citation, order, judgment, fine or decree against the Company ---- or any of its Subsidiaries with respect to any Company Employees similar state or any Laws governing labor local law or employmentregulation ("Warn Obligations") within the ---------------- last 90 days. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (ai) Except There is no, and during the past two (2) years there has not been any, labor strike, lockout, slowdown, or other labor dispute pending, or, to Seller’s Knowledge, threatened with respect to the employees of the Business, (ii) there are no union claims or demands to represent, or organizational campaigns in progress with respect to, the employees of the Business; (iii) there is no collective bargaining or similar agreement or any arrangement with any labor organization, or work rules or practices agreed to with any labor organization or employee association, applicable to employees of the Business; (iv) none of the employees of the Business are represented by any labor organization; (v) Seller is not nor has at any time since January 1, 2003 has Seller been engaged in any unfair labor practice in connection with the conduct of the Business; (vi) Seller is and has at all times since January 1, 2003 with respect to the Business been in compliance in all material respects with all applicable Laws respecting labor, employment standards, human rights, fair employment practices, work place safety and health, terms and conditions of employment, classification of employees and wages and hours; (vii) Seller is not delinquent in any material respect in any material payments to any of the employees of the Business for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the Compact date hereof or amounts required to be reimbursed to such employees; (viii) Seller has, in all material respects, withheld all amounts required by Legal Requirements or by agreement to be withheld from the wages, salaries, commissions, bonuses, fees and between any other payments to employees of the Company Business, (ix) there are no Proceedings, formal or informal grievances, complaints or charges with respect to employment or labor matters relating to the Business (including, without limitation, charges of employment discrimination, retaliation or unfair labor practices) pending or, to Seller’s Knowledge, threatened in any judicial, regulatory or administrative forum, or under any dispute resolution procedure; (x) none of Seller’s employment policies or practices with respect to the Business is currently being or has since January 1, 2003 been audited or investigated; (xi) Seller is not subject to any consent decree, order of any court, tribunal, arbitration or Government Authority or settlement thereof in respect of any labor or employment matters with respect to the Business; (xii) there are no written employment contracts applicable to employees of the Business other than those set forth in or attached to Section 3.15(a) of the Seller Disclosure Letter, true and Local 175correct copies of which have been previously delivered to Buyer; and (xiii) to Seller’s Knowledge, Utility Workers Union no employees of Americathe Business are in material violation of any material term of any employment contract, AFLnon-CIOdisclosure agreement, noncompetition agreement or any restrictive covenant to a former employer relating to the right of any such person to be employed by or provide service to Seller or to the use by Seller of trade secrets or proprietary information of others. (b) Section 3.15(b) of the Seller Disclosure Letter sets forth the name of each employee of the Business as of the date hereof that Seller intends as of the date hereof to transfer to Buyer in connection with the transactions contemplated hereby (the “Business Employees”), their respective titles or positions, dates of hire, regular work location, current annual compensation (salary, bonus and otherwise), current rate of accrual of paid time off, and a description of their status (i.e., whether active or on leave of absence) as of the date of this Agreement: (i. To the extent any employee listed on Section 3.15(b) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any Seller Disclosure Letter is on leave of its Subsidiaries (“Company Employees”)absence, (iiSection 3.15(b) none of the Company Employees is represented by any Union with respect to his or her employment with Seller Disclosure Letter further describes the Company or any type of its Subsidiariesleave, (iii) to the Company’s knowledge, within date it commenced and the past three years, no Union has attempted to organize employees at the Company or any expected duration of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) leave. Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in on Section 3.13(b3.15(b) of the Company Seller Disclosure Schedule: (i) the Company and its Subsidiaries areLetter, there are no Business Employees on layoff, and within there are no individuals not currently listed as Business Employees on Section 3.15(b) of the past three years Seller Disclosure Letter with recall or preferential rehire rights and no Business Employees listed on Section 3.15(b) of the Seller Disclosure Letter have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminationsrights. (c) Except as set forth There is no policy, plan or program of paying severance pay or any form of severance compensation in Section 3.13(c) connection with the termination of any employee of the Company Disclosure ScheduleBusiness. To Seller’s Knowledge, to the knowledge transfer of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, Assets in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result adversely affect the authority of any employee of the Business to work in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement the United States or any other employment-related agreement country. Except as set forth on Section 3.15(c) of the Seller Disclosure Letter, no employee of the Business is, to which Seller’s Knowledge, a party to or bound by any contract or subject to any judgment that may materially interfere with the Company use of such Person’s best efforts to promote the interests of the Business. (d) There are no Contingent Workers employed or any of its Subsidiaries is a partyused with respect to the Business.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company Neither Vitesse nor any of its Subsidiaries is a party to to, subject to, or bound by any collective bargaining agreement, work rules or other agreement Labor Agreement with any labor unionUnion, labor organizationand there is no pending or, to the knowledge of Vitesse, threatened Union representation petition involving any employee association, or works council (each, a “Union”) applicable to employees of the Company Vitesse or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented or application by any Union with respect Person to his or her employment with be certified as the Company bargaining agent of any employee of Vitesse or any of its Subsidiaries, nor has there been such a petition or application since December 31, 2023; (ii) there is no pending or, to the knowledge of Vitesse, threatened Union organizing activities or demands of any Union for recognition or certification with respect to the employees of Vitesse or any of its Subsidiaries, nor has there been such activities or demands since December 31, 2023; and (iii) as of the date hereof, Vitesse and its Subsidiaries have no notice or consultation obligations to any Union, or to any of their employees, in connection with the Company’s knowledgeexecution of this Agreement or consummation of the Transactions. (b) As of the date hereof, within the past three yearsthere is no material grievance arising out of a Labor Agreement, no Union has attempted to organize employees at the Company unfair labor practice, charge, or any other material labor-related Proceeding against Vitesse or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employeespending, (iv) within the past three years, there have been no actual or, to the Company’s knowledgeknowledge of Vitesse, threatened threatened, nor has there been any such Proceeding in the last three (A3) work stoppages, lock-outs or strikes, years. (Bc) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except Except as would not reasonably be expected to have, individually or in the aggregate, a Company Vitesse Material Adverse Effect, as of the date hereof, there is is, and since December 31, 2023 there has been, no unfair strike, organized labor practiceslowdown, concerted work stoppage, lockout, picketing, handbilling or other labor dispute or labor arbitration proceeding pending pending, or, to the knowledge of the CompanyVitesse, threatened with respect to Company Employeesthreatened, against or involving Vitesse or any of its Subsidiaries. (bd) Except for such matters that as would not reasonably be expected to have, individually or in the aggregate, a Company Vitesse Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company Effect, Vitesse and its Subsidiaries are, and within for the past last three (3) years have been, in material compliance with all applicable state, federalEmployment Laws, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedulethere are no Proceedings pending or, to the knowledge of Vitesse, threatened against Vitesse or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee, individual classified as an independent contractor or any class of the Companyforegoing, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees of the Employment Laws, or alleging breach of any Laws governing labor express or employment implied Contract of employment. (e) All amounts due or accrued for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation pay, sick days, termination and (ii) no Governmental Entity has issued severance pay and benefits under Vitesse Benefit Plans and other similar accruals have either been paid or, to the Company’s knowledgeextent required under U.S. GAAP, threatened to issue any significant citationare accrued and accurately reflected in the books and records of Vitesse and its Subsidiaries, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employmentin each case in all material respects. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor unioncollective agreement, labor organizationunion Contract, employee association, company-wide agreement or works council trade union agreement (each, a “UnionCollective Bargaining Agreement”) applicable to covering employees of in the United States, nor is the Company or any of its Subsidiaries negotiating entry into such an agreement covering employees in the United States. (“Company Employees”)b) As of the Put Option Date, (iii) none of the Company Employees there is represented by any Union with respect to his no strike, lockout, slowdown, or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at work stoppage against the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the CompanyCompany and its Subsidiaries, threatened with respect threatened, which would be material to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company and its Subsidiaries aretaken as a whole, or which would materially impact the operations of the Company and within the past three years have beenits Subsidiaries in North America, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and Europe or Latin America; (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) there is no material pending charge or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree complaint against the Company or any of its Subsidiaries with respect to any Company Employees by the National Labor Relations Board or any comparable Governmental Entity; and (iii) the Company and its Subsidiaries have complied in all material respects with all Laws governing labor and Collective Bargaining Agreements 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), health and safety, pension and other Laws in respect of any reduction in force (including notice, information and consultation requirements), and no material claims relating to non-compliance with the foregoing or employmentwith any employment Contract (including via requalification into employment of any other type of relationship) are pending or, to the knowledge of the Company and its Subsidiaries, threatened. (c) All foreign employees and former employees of the Company and its Subsidiaries have and in all material respects have had all the valid documents, permits and authorisations permitting them to stay in their country of employment and to perform salaried work for the Company and/or its Subsidiaries. (d) Except as set forth could not reasonably be expected to result in Section 3.12(dmaterial liability to the Company or its Subsidiaries, in the past three (3) years, none of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of and/or its Subsidiaries has been a party to any agreement with a third party that is a partynot an employee that could reasonably be reclassified as an employment Contract.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175Since December 31, Utility Workers Union of America2013, AFL-CIO, as of the date of this Agreement: (i) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Facility Entity, is or has been, a party to or bound by any collective bargaining agreement, work rules labor union contract, trade union agreement, or other similar agreement with any a labor union, labor organization, employee association, union or works council like organization (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company EmployeesCollective Bargaining Agreement”), (ii) none of the Company Employees no employee is or has been represented by any Union a labor organization for purposes of collective bargaining with respect to his or her employment with the Company or any of its Subsidiaries, or, to the knowledge of the Company, any of the Facility Entities, and (iii) to the knowledge of the Company’s knowledge, within the past three years, there have been no Union has attempted activities or proceedings of any labor or trade union or other like organization to organize any employees at of the Company, any of its Subsidiaries or the Facility Entities. No Collective Bargaining Agreement is being negotiated by the Company, any of its Subsidiaries or, to the knowledge of the Company, any of the Facility Entities. Since December 31, 2013, there has been no strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company EmployeesSubsidiaries, (iv) within the past three years, there have been no actual or, to the knowledge of the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to havethe Facility Entities, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened threatened, that may interfere in any material respect with respect to Company Employeesthe respective business activities of the Company, any of its Subsidiaries, or any of the Facility Entities. (b) Except for such matters that as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: Effect, (i) there is no pending charge or complaint against the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor or any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure ScheduleSubsidiaries, or, to the knowledge of the Company, in any of the past three yearsFacility Entities, by the National Labor Relations Board or any comparable Governmental Entity, and (ii) none of the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of the Facility Entities, is a party, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) no Governmental Entity has threatened or initiated any material complaintsthe Company and its Subsidiaries, chargesand, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out ofknowledge of the Company, the Facility Entities, have complied with all applicable Laws regarding employment and employment practices (including anti-discrimination), terms and conditions of employment and wages and hours (including classification of employees and independent contractors, and equitable pay practices) and other laws in connection withrespect of any reduction in force (including notice, or otherwise relating to any Company Employees or any Laws governing labor or employment information and consultation requirements), and (ii) no Governmental Entity has issued claims relating to non-compliance with the foregoing are pending or, to the knowledge of the Company’s knowledge, threatened threatened. Except as has not had and would not reasonably be expected to issue have a Company Material Adverse Effect, (i) there are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by the Company pursuant to any significant citationworkplace safety and insurance/workers’ compensation Laws, orderand the Company and its Subsidiaries, judgmentand, fine or decree against to the knowledge of the Company, the Facility Entities, have not been reassessed under such Laws since December 31, 2013, and (ii) there are no claims that may affect the accident cost experience of the Company or its Subsidiaries, or, to the knowledge of the Company, any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employmentthe Facility Entities. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules agreement or other labor-related agreement or arrangement with any labor union, labor organization, organization or other employee association, representative body (the “Company Labor Agreements”); there are no collective bargaining agreements or works council (each, a “Union”) applicable other labor-related agreements or arrangements that pertain to employees any employee of the Company or any of its Subsidiaries; and no employee of the Company or any of its Subsidiaries (“is represented by any labor union, labor organization or other employee representative body with respect to their employment with the Company Employees”)or its Subsidiary, as applicable, (ii) none since December 31, 2017, there have not been any strikes, lockouts, slowdowns, work stoppages or other similar labor disputes involving any employee of the Company Employees is represented by or any Union of its Subsidiaries, and none are in effect or, to the knowledge of the Company, threatened with respect to his or her employment with any employee of the Company or any of its Subsidiaries, (iii) to the knowledge of the Company’s knowledge, within the past three years, there is no Union has attempted to organize employees at union organizing effort pending or threatened against the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company EmployeesSubsidiaries, (iv) within the past three yearsthere is no unfair labor practice, there have been no actual labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption with respect to the operations any employee of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and Subsidiaries; except, with respect to (v) except iv), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) Effect, the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employmentemployment including, including without limitation, all Laws relating respecting wages and hours (including minimum wage, overtime, meal periods and/or rest periods), harassment, classification of employees (both with respect to exempt vs. non-exempt status and employee vs. independent contractor status), health and safety, immigration, civil rights, discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee disability rights or benefits, retirement benefitsleaves of absence, compensationplant closures and layoffs, immigrationcollective bargaining, workers’ compensation, working conditions, occupational safety prohibitions against retaliation (including whistleblower protections) and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminationslabor relations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to To the knowledge of the Company, in the past three yearssince December 31, 2015, no allegations of sexual harassment have been made against (i) no Governmental Entity has threatened any director or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to officer of the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against an employee of the Company or any of its Subsidiaries with respect to any Company Employees at a level of Vice President or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) above. None of the Company Disclosure Schedule, the execution and its Subsidiaries is party to a settlement agreement with a Company Employee that involves allegations relating to sexual harassment by either (i) an officer of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a partyor (ii) an employee of the Company or its Subsidiaries at the level of Vice President or above.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: hereof, (i) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules labor union contract, or other trade union agreement covering employees, (ii) neither the Company nor any of its Subsidiaries has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement, with any labor union, labor organization, employee associationgroup or association with respect to its employees, and (iii) there are no efforts by organized labor or works council (eachits Representatives pending or, a “Union”) applicable to the knowledge of the Company, threatened to unionize any employees of the Company or any of its Subsidiaries Subsidiaries. (“Company Employees”), (iib) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, (i) there is no unfair labor practicestrike, labor dispute lockout, slowdown, or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of work stoppage against the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor or any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued pending or, to the Company’s knowledge, threatened to issue threatened, (ii) the Company and its Subsidiaries are in compliance with all Laws regarding employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health standards, immigration, pay equity, workers’ compensation, worker classification and other Laws in respect of any significant citationreduction in force, order, judgment, fine and (iii) there are no material grievances or decree unfair labor practice complaints pending against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of before the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement National Labor Relations Board or any other employment-related agreement to which the Company or any of its Subsidiaries is a partyGovernmental Entity.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules agreement or other labor-related agreement with any labor union, works council, labor organization, organization or employee association, or works council representative (each, each a “UnionLabor Agreement”), (ii) there are no Labor Agreements or any other labor-related agreements or arrangements applicable to employees any employee of the Company or any of its Subsidiaries (each such employee, a “Company EmployeesEmployee”), and none are currently being negotiated, (iiiii) none of the no Company Employees Employee is represented by any Union labor union, labor organization, works council, employee representative or group of employees with respect to his or her their employment with the Company or any of its Subsidiaries, (iiiiv) there are no, and since January 1, 2022 there have been no, existing or, to the knowledge of the Company, threatened strikes, picketing, hand billing, or lockouts against or affecting the Company or its Subsidiaries or with respect to any Company Employees, (v) to the knowledge of the Company’s knowledge, within the past three yearsthere is no, no Union and since January 1, 2022 there has attempted to organize employees at been no, union organizing effort pending or threatened against the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company EmployeesSubsidiaries, (ivvi) within the past three yearsthere is no, and since January 1, 2022 there have been no actual orno, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practicepractice charge, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or its Subsidiaries or with respect to Company Employees (vii) there is no, and since January 1, 2022 there has been no, concerted slowdown or work stoppage in effect or, to the knowledge of the Company, threatened against or affecting the Company or its Subsidiaries or with respect to Company Employees, and (viii) neither the Company nor any of its Subsidiaries has any legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any labor union, works council, labor organization or employee representative, which is representing any Company Employee, or any applicable labor tribunal, in connection with the execution of this Agreement or the Transactions. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the The Company and its Subsidiaries are, and within the past three years since January 1, 2022 have been, in material compliance with all applicable state, federal, and local Laws respecting labor labor, employment and employmentemployment practices, including all Laws relating to discriminationrespecting terms and conditions of employment, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensationwages and hours, immigration, workers’ compensationfair employment practices, working conditionsdiscrimination, occupational safety and healthretaliation, family and medical leaveharassment, reductions in force, plant closings, notification classification of employees, and employee terminations and (ii) neither unfair labor practices. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification WARN Act (as a result of any action taken by the “WARN Act”) Company or any state or local Laws requiring notice with respect to such layoffs or terminationsits Subsidiaries since January 1, 2022. (c) Except as set forth in Section 3.13(c) The employees of the Company Disclosure Scheduleand its Subsidiaries have been, and currently are, properly classified under the Fair Labor Standards Act of 1938, as amended, and under any similar Law of any state or other jurisdiction applicable to such employees. Any Persons now or heretofore engaged by the Company or any of its Subsidiaries as consultants or contract laborers or independent contractors, rather than employees, have been properly classified as such, are not entitled to any compensation or benefits to which regular, full-time (or comparable) employees are or were at the relevant time entitled, were and have been engaged in accordance with all applicable Laws. The Company and its Subsidiaries have paid their employees all wages (including overtime, meal breaks, or waiting time penalties), salaries, commissions, accrued and unused vacation, on-call payments, or equal pay to which they would be entitled under applicable Laws. (d) There are no Actions pending, or to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened to be brought or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect filed that pertain to the Company employment of any current or its Subsidiaries arising out offormer applicant, in connection withemployee, consultant, volunteer, intern, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against independent contractor of the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure ScheduleSubsidiaries, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation ofincluding, or cause any payment to be made underwithout limitation, any collective bargaining agreementcharge, investigation, claim relating to unfair labor practices, equal employment opportunities, affirmative action, fair employment practices, employment agreementdiscrimination, consulting agreement harassment, anti-discrimination and anti-harassment training (including anti-sexual harassment training), retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor, hiring, promotion and termination of employees (including, mass layoffs and plant closures), working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment-employment related agreement to which the Company or any of its Subsidiaries is a partymatter arising under applicable Laws.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither the Company Neither Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules agreement or other labor-related agreement or arrangement with any labor union, labor organization, organization or other employee association, representative body (the “Parent Labor Agreements”); there are no collective bargaining agreements or works council (each, a “Union”) applicable other labor-related agreements or arrangements that pertain to employees any employee of the Company Parent or any of its Subsidiaries; and no employee of Parent or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union labor union, labor organization or other employee representative body with respect to his or her employment with Parent or its Subsidiary, as applicable, (ii) since December 31, 2017, there have not been any strikes, lockouts, slowdowns, work stoppages or other similar labor disputes involving any employee of Parent or any of its Subsidiaries, and none are in effect or, to the Company knowledge of the Company, threatened with respect to any employee of Parent or any of its Subsidiaries, (iii) to the Company’s knowledgeknowledge of Parent, within the past three years, there is no Union has attempted to organize employees at the Company union organizing effort pending or threatened against Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company EmployeesSubsidiaries, (iv) within the past three yearsthere is no unfair labor practice, there have been no actual labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Company’s knowledgeknowledge of Parent, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption with respect to the operations any employee of a Company facility or (C) other form of Union disruption at the Company Parent or any of its Subsidiaries and Subsidiaries; except, with respect to (v) except iv), as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that which would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) the Company Effect, Parent and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employmentemployment including, including without limitation, all Laws relating respecting wages and hours (including minimum wage, overtime, meal periods and/or rest periods), harassment, classification of employees (both with respect to exempt vs. non-exempt status and employee vs. independent contractor status), health and safety, immigration, civil rights, discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee disability rights or benefits, retirement benefitsleaves of absence, compensationplant closures and layoffs, immigrationcollective bargaining, workers’ compensation, working conditions, occupational safety prohibitions against retaliation (including whistleblower protections) and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminationslabor relations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to To the knowledge of the CompanyParent, in the past three yearssince December 31, 2015, no allegations of sexual harassment have been made against (i) no Governmental Entity has threatened any director or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company officer of Parent or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine an employee of Parent or decree against the Company or any of its Subsidiaries with respect to any Company Employees at a level of Vice President or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) above. None of the Company Disclosure Schedule, the execution of this Agreement Parent and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is party to a partysettlement agreement with a Parent Employee that involves allegations relating to sexual harassment by either (i) an officer of Parent or its Subsidiaries or (ii) an employee of Parent or its Subsidiaries at the level of Vice President or above.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither NBS nor the Company nor any of its Subsidiaries Business is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “"Union”") applicable to employees of NBS or the Company or any of its Subsidiaries Business (“"Company Employees”"), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesother Business, (iii) to the Company’s Sellers' knowledge, within the past three years, no Union has attempted to organize employees at NBS or the Company Business or any of its Subsidiaries or filed flied a petition with the National Labor labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s Sellers' knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins Ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at NBS or the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the CompanySellers, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure ScheduleEffect: (i) NBS and the Company and its Subsidiaries Business are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ ' compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither NBS nor the Company nor any of its Subsidiaries Business has any liabilities under the Worker Adjustment and Retraining Notification Act (the “"WARN Act”") or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to To the knowledge of the CompanySellers, in the past three years, (iI) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to NBS or the Company or its Subsidiaries Business arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s Sellers' knowledge, threatened to issue any significant citation, order, judgment, fine or decree against NBS or the Company or any of its Subsidiaries Business with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the The execution of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries the Business is a party.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither Sellers nor the Company nor any of its Subsidiaries is Business is/are a party party(ies) to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any of its Subsidiaries (“Company Business Employees”), (ii) to the Knowledge of Sellers, none of the Company Business Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesemployment, (iii) to the Company’s knowledgeSellers’ Knowledge, within the past three (3) years, no Union has attempted to organize employees at the Company or any of its Subsidiaries Business Employees or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Business Employees, (iv) within the past three (3) years, there have been no actual or, to the Company’s knowledgeSellers’ Knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Business Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at with respect to the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge Knowledge of the Companyany Seller, threatened with respect to Company Business Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure ScheduleEffect: (i) each Seller and the Company and its Subsidiaries Business are, and within the past three (3) years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations terminations; and (ii) neither Sellers nor the Company nor any of its Subsidiaries has Business have any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) To the Knowledge of the Company Disclosure Schedule, to the knowledge of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Scheduleeach Seller, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which any Seller or the Company or any of its Subsidiaries Business is a party. (d) The representations and warranties set forth in this Section 4.17 are Sellers’ sole and exclusive representations and warranties regarding employment matters.

Employment and Labor Matters. (ai) Except There is no, and during the past two (2) years there has not been any, labor strike, lockout, slowdown, or other labor dispute pending, or, to Seller's Knowledge, threatened with respect to the employees of the Business, (ii) there are no union claims or demands to represent, or organizational campaigns in progress with respect to, the employees of the Business; (iii) there is no collective bargaining or similar agreement or any arrangement with any labor organization, or work rules or practices agreed to with any labor organization or employee association, applicable to employees of the Business; (iv) none of the employees of the Business are represented by any labor organization; (v) Seller is not nor has at any time since January 1, 2003 has Seller been engaged in any unfair labor practice in connection with the conduct of the Business; (vi) Seller is and has at all times since January 1, 2003 with respect to the Business been in compliance in all material respects with all applicable Laws respecting labor, employment standards, human rights, fair employment practices, work place safety and health, terms and conditions of employment, classification of employees and wages and hours; (vii) Seller is not delinquent in any material respect in any material payments to any of the employees of the Business for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the Compact date hereof or amounts required to be reimbursed to such employees; (viii) Seller has, in all material respects, withheld all amounts required by Legal Requirements or by agreement to be withheld from the wages, salaries, commissions, bonuses, fees and between any other payments to employees of the Company Business, (ix) there are no Proceedings, formal or informal grievances, complaints or charges with respect to employment or labor matters relating to the Business (including, without limitation, charges of employment discrimination, retaliation or unfair labor practices) pending or, to Seller's Knowledge, threatened in any judicial, regulatory or administrative forum, or under any dispute resolution procedure; (x) none of Seller's employment policies or practices with respect to the Business is currently being or has since January 1, 2003 been audited or investigated; (xi) Seller is not subject to any consent decree, order of any court, tribunal, arbitration or Government Authority or settlement thereof in respect of any labor or employment matters with respect to the Business; (xii) there are no written employment contracts applicable to employees of the Business other than those set forth in or attached to Section 3.15(a) of the Seller Disclosure Letter, true and Local 175correct copies of which have been previously delivered to Buyer; and (xiii) to Seller's Knowledge, Utility Workers Union no employees of Americathe Business are in material violation of any material term of any employment contract, AFLnon-CIOdisclosure agreement, noncompetition agreement or any restrictive covenant to a former employer relating to the right of any such person to be employed by or provide service to Seller or to the use by Seller of trade secrets or proprietary information of others. (b) Section 3.15(b) of the Seller Disclosure Letter sets forth the name of each employee of the Business as of the date hereof that Seller intends as of the date hereof to transfer to Buyer in connection with the transactions contemplated hereby (the "BUSINESS EMPLOYEES"), their respective titles or positions, dates of hire, regular work location, current annual compensation (salary, bonus and otherwise), current rate of accrual of paid time off, and a description of their status (i.e., whether active or on leave of absence) as of the date of this Agreement: (i. To the extent any employee listed on Section 3.15(b) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of the Company or any Seller Disclosure Letter is on leave of its Subsidiaries (“Company Employees”)absence, (iiSection 3.15(b) none of the Company Employees is represented by any Union with respect to his or her employment with Seller Disclosure Letter further describes the Company or any type of its Subsidiariesleave, (iii) to the Company’s knowledge, within date it commenced and the past three years, no Union has attempted to organize employees at the Company or any expected duration of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) leave. Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in on Section 3.13(b3.15(b) of the Company Seller Disclosure Schedule: (i) the Company and its Subsidiaries areLetter, there are no Business Employees on layoff, and within there are no individuals not currently listed as Business Employees on Section 3.15(b) of the past three years Seller Disclosure Letter with recall or preferential rehire rights and no Business Employees listed on Section 3.15(b) of the Seller Disclosure Letter have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminationsrights. (c) Except as set forth There is no policy, plan or program of paying severance pay or any form of severance compensation in Section 3.13(c) connection with the termination of any employee of the Company Disclosure ScheduleBusiness. To Seller's Knowledge, to the knowledge transfer of the Company, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, Assets in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result adversely affect the authority of any employee of the Business to work in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement the United States or any other employment-related agreement country. Except as set forth on Section 3.15(c) of the Seller Disclosure Letter, no employee of the Business is, to which Seller's Knowledge, a party to or bound by any contract or subject to any judgment that may materially interfere with the Company use of such Person's best efforts to promote the interests of the Business. (d) There are no Contingent Workers employed or any of its Subsidiaries is a partyused with respect to the Business.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither the Company Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “Union”) Union applicable to employees of the Company Parent or any of its Subsidiaries (“Company Parent Employees”), (ii) none of the Company Parent Employees is represented by any Union with respect to his or her employment with the Company Parent or any of its Subsidiaries, (iii) to the CompanyParent’s knowledge, within the past three years, no Union has attempted to organize employees at the Company Parent or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Parent Employees, (iv) within the past three years, there have been no actual or, to the CompanyParent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Parent Employees, causing significant disruption to the operations of a Company Parent facility or (C) other form of Union disruption at the Company Parent or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the CompanyParent, threatened with respect to Company Parent Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure ScheduleEffect: (i) the Company Parent and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company Parent nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification WARN Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to To the knowledge of the CompanyParent, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company Parent or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Parent Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the CompanyParent’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company Parent or any of its Subsidiaries with respect to any Company Parent Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company Parent or any of its Subsidiaries is a party.

Employment and Labor Matters. (a) Except Schedule 3.15 contains an accurate and complete list of the ------------- names, titles or job descriptions, for all the officers and directors or managers of each Company. Sellers have made available to Purchaser the annual compensation for the Compact by preceding fiscal year for all the officers and between the directors or managers of each Company disclosed in Schedule 3.15. Except as described in Schedule 3.15, there is, and Local 175------------- ------------- since January 1, Utility Workers Union of America2001 there has been, AFLno labor strike, labor dispute, concerted labor slow-CIOdown, work stoppage or other material labor difficulty pending or, to Seller's knowledge, threatened, against any Company. Except as disclosed in Schedule 3.15, none of the date employees ------------- of this Agreement: (i) neither the any Company nor any of its Subsidiaries is a party to or bound covered by any collective bargaining agreement, work rules and, to Seller's knowledge, no attempt is currently being made or other agreement with since January 1, 2001 has been made to organize any labor union, labor organization, employee association, or works council (each, a “Union”) applicable to employees of any Company to form or enter a labor union or similar organization. (b) Except as disclosed in Schedule 3.15, each of the Company or any of its Subsidiaries Companies ------------- has complied in all material respects with all applicable Laws (“Company Employees”including labor laws and including the Bermuda Employment Act), (ii) and regulations relating to the hiring and employment of employees, including those related to discrimination, harassment, wages, hours and collective bargaining, and to the knowledge of Sellers, none of the Company Employees is represented by Companies are liable for any Union material penalties or damages for failure to comply with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Company’s knowledge, within the past three years, no Union has attempted to organize employees at the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is foregoing. There are no unfair labor practice, labor dispute practice claims or labor arbitration proceeding charges pending or, to the knowledge of the CompanySellers, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) involving any of the Company Disclosure Schedule: (i) the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable state, federal, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any state or local Laws requiring notice with respect to such layoffs or terminationsCompanies. (c) Except as set forth disclosed in Section 3.13(c) Schedule 3.15(c), as of the Company Disclosure Schedule, to the knowledge of the Company, in the past three yearsdate ---------------- hereof, (i) no Governmental Entity executive officer or significant employee set forth in Schedule 3.15(c) ---------------- of any of the Companies has threatened given any such Company written notice that he or initiated she intends to leave his or her employment with such Company as a result of the consummation of the transactions contemplated hereby or for any material complaintsother reason, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) no Governmental Entity has issued or, to the knowledge of Sellers, no such person referred to in clause (i) above has expressed any present ---------- intention to leave the employ of such Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth described in Section 3.12(dSchedule 3.15(d) and within the past ---------------- two years, none of the Company Disclosure Schedule, the execution of this Agreement and the consummation Companies have received any written citation for violations of the transactions contemplated Occupational Safety and Health Act of 1970, 29 U.S.C. sec. 651 et seq. (the "OSHA Act"), any regulation promulgated -------- pursuant to the OSHA Act, or similar foreign law and any rule or regulation promulgated pursuant thereto, or paid any fines or penalties with respect to any such citation. Except as described on Schedule 3.15(d) and within the past two years: (i) there have not ---------------- been any inspections of any of the facilities of any of the Companies by this Agreement will not result representatives of the Occupational Safety and Health Administration ("OSHA") or any other similar Governmental Authority ---- vested with authority to enforce any statute, ordinance, rule or regulation establishing standards of workplace safety; (ii) no representative of OSHA or any other such Governmental Authority has attempted to conduct any such inspection or sought permission from any of the Companies to inspect any of such Company's facilities for that purpose; (iii) none of the Companies has been notified of any complaint or charge filed by any employee or employee representative with OSHA or such similar authority, or any such Governmental Authority which alleges that any of the Companies have violated in any material breach or violation ofrespect the OSHA Act, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which statute, ordinance, rule or regulation establishing standards of workplace safety; and (iv) none of the Company Companies maintains any condition, process, practice or procedure at any of its Subsidiaries is a partyfacilities which violates in any material respect either the OSHA Act or any other statute, ordinance, regulation or rule establishing standards of workplace safety.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as of the date of this Agreement: (i) neither Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or similar agreement or material work rules or other agreement practices with any labor union, labor organization, organization or employee association, or works council (each, a “Union”) association applicable to employees of the Company or any of its Subsidiaries, (ii) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (“Company Employees”), (ii) none of the Company Employees is represented by any Union with respect to his or her employment with the Company or any of its Subsidiaries, (iii) to the Knowledge of the Company’s knowledge, within the past three years, there is no Union has attempted to organize employees at union organizing effort pending or threatened against the Company or any of its Subsidiaries or filed a petition with the National Labor Relations Board seeking respect to be certified as the bargaining representative of any Company Employees, (iv) within the past three yearsthere is no unfair labor practice, there have been no actual labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by with respect to Company Employees, causing significant disruption to the operations of a Company facility or (C) other form of Union disruption at the Company or any of its Subsidiaries Employees and (v) except there is no slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Company Employees; except, with respect to clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened with respect to Company Employees. (b) Except for such matters that which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure Schedule: (i) Effect, the Company and its Subsidiaries are, and within the past three years have been, in compliance with all applicable stateLaw respecting (i) employment and employment practices, federal(ii) terms and conditions of employment and wages and hours, and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, (iii) unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ compensation, working conditions, occupational safety and health, family and medical leave, reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1998 (the “WARN Act”) as a result of any action taken by the Company (other than at the written direction of Parent or as a result of any state of the transactions contemplated hereby) that would reasonably be expected to have, individually or local Laws requiring notice with respect to such layoffs or terminationsin the aggregate, a Company Material Adverse Effect. (c) Except as set forth in Section 3.13(c) of To the Company Disclosure Schedule, to the knowledge Knowledge of the Company, in no Company Employee who is an executive officer has, as of the past three yearsdate hereof, (i) no Governmental Entity has threatened given notice to the Company of any intention to terminate his or initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or other proceeding(s) or investigation(s) her employment with respect to the Company or its Subsidiaries arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and within the twelve (ii12) no Governmental Entity has issued or, to month period following the Company’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against the Company or any of its Subsidiaries with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the execution date of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or violation of, or cause any payment to be made under, any collective bargaining agreement, employment agreement, consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries is a partyAgreement.

Employment and Labor Matters. (a) Except for the Compact by and between the Company and Local 175, Utility Workers Union of America, AFL-CIO, as As of the date of this Agreement: (i) neither ISG nor the Company nor any of its Subsidiaries Business is a party to or bound by any collective bargaining agreement, work rules or other agreement with any labor union, labor organization, employee association, or works council (each, a “"Union”") applicable to employees of ISG or the Company or any of its Subsidiaries Business (“"Company Employees”)"}, (ii) none of the Company Employees is Is represented by any Union with respect to his or her employment with the Company or any of its Subsidiariesother Business, (iii) to the Company’s Sellers' knowledge, within the past three years, no Union has attempted to organize employees at ISG or the Company or any of its Subsidiaries Business or filed a petition with the National Labor Relations Board seeking to be certified as the bargaining representative of any Company Employees, (iv) within the past three years, there have been no actual or, to the Company’s Sellers' knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, . boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Company Employees, causing significant disruption to the operations of a Company facility or (C) } other form of Union disruption at lSG or the Company or any of its Subsidiaries Business and (v) except as would not reasonably be expected to have, . individually or in the aggregate, a Company Business Material Adverse Effect, there is no unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Companyof.the Sellers, threatened with respect to Company Employees. (b) Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Business Material Adverse Effect and except as set forth in Section 3.13(b) of the Company Disclosure ScheduleEffect: (i) ISG and the Company and its Subsidiaries Business are, and within the past three years have been, in compliance with all applicable state, federal, federa,l and local Laws respecting labor and employment, including all Laws relating to discrimination, disability, labor relations, unfair labor practices, hours of work, payment of wages, employee benefits, retirement benefits, compensation, immigration, workers’ ' compensation, working conditions, occupational safety and health, family and medical leave, reductions leave.reductions in force, plant closings, notification of employees, and employee terminations and (ii) neither ISG nor the Company nor any of its Subsidiaries Business has any liabilities under the Worker Adjustment and Retraining Notification Act (the “"WARN Act”) "} or any state slate or local Laws requiring notice with respect to such layoffs or terminations. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, to To the knowledge of the CompanySellers, in the past three years, (i) no Governmental Entity has threatened or initiated any material complaints, charges, lawsuits, grievances, ,claims, arbitrations, ,administrative proceedings or other proceeding(s) or investigation(s) with respect to ISG or the Company or its Subsidiaries Business arising out of, in connection with, or otherwise relating to any Company Employees or any Laws governing labor or employment and (ii) } no Governmental Entity has issued or, to the Company’s Sellers' knowledge, threatened to issue any significant citation, order, judgment, fine or decree against ISG or the Company or any of its Subsidiaries Business with respect to any Company Employees or any Laws governing labor or employment. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Schedule, the The execution of this Agreement and the consummation of the transactions contemplated by this Agreement Transactions will not result in any material breach or violation of, ,or cause any payment to be made under, any collective bargaining agreement, employment agreement, . consulting agreement or any other employment-related agreement to which the Company or any of its Subsidiaries the Business is a party.