Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) (i) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iii) there is no labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, (iv) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and (b) Parent and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iv) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14.

Employment and Labor Matters. (a) Except for such matters which are not having or as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ai) neither Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining or similar agreement or work rules or practices with any labor union, labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) there are no existing or, to the knowledge of Parent, threatened strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiiii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iiiiv) there is no unfair labor practice, labor dispute (other than than, in each case, routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, Employees and (ivv) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and . (b) Except for such matters that would not, individually or in the aggregate, have a Parent Material Adverse Effect, Parent and its Subsidiaries are are, and have been, in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iviii) unfair labor practices. Neither Parent nor any of its Subsidiaries has any material liabilities or is in breach of any obligations under the WARN Worker Adjustment and Retraining Notification Act or any similar state or local Law of 1998 as a result of any action taken by Parent that would reasonably be expected to have, individually or in (other than at the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by written direction of Parent or Merger Sub in respect as a result of labor matters in any section of this Agreement other than this Section 4.14the transactions contemplated hereby).

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) Except as set forth on Section 4.15(a) of the Parent Disclosure Schedule, (i) neither Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining or similar agreement or work rules or practices with any labor union, labor organization or other similar other collective bargaining representative applicable to employees of Parent or any of its Subsidiaries, (ii) there are no existing or, to the Knowledge of Parent, threatened strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiiii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge Knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iiiiv) there is no material unfair labor practice, labor dispute (other than than, in each case, routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, and (ivv) there is no slowdown or work stoppage in effect or, to the knowledge Knowledge of Parent, threatened with respect to any Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and . (b) Except for such matters that would not, individually or in the aggregate, have a Parent Material Adverse Effect, Parent and its Subsidiaries are are, and since January 1, 2019 have been, in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iviii) unfair labor practices. Neither None of Parent, Parent nor GP or any of its their Subsidiaries has any material liabilities or is in breach of any obligations under the WARN Worker Adjustment and Retraining Notification Act or any similar state or local Law of 1998 as a result of any action taken by Parent that would reasonably be expected to havesince January 1, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.142019.

Employment and Labor Matters. Except for such matters which are not having (a) 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 Parent Company Material Adverse Effect, (a) (i) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiariesunfair labor practice, (iii) there is no labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, (iv) there is no slowdown or work stoppage in effect or, to the knowledge of ParentCompany, threatened with respect to Parent Company Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and . (b) Parent and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iv) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. It is agreed : (i) the Company and understood that 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) To the knowledge of the Company, in the past three years, (i) no representation Governmental Entity has threatened or warranty is made by Parent initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings or Merger Sub 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 of to any Company Employees or any Laws governing labor matters in any section or employment. (d) 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 than this Section 4.14employment-related agreement to which the Company or any of its Subsidiaries is a party.

Employment and Labor Matters. Except for such matters which are not having (a) As of the date of this Agreement (i) neither Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, work rules or other agreement with any Union applicable to employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) none of the Parent Employees is represented by any Union with respect to his or her employment with Parent or any of its Subsidiaries, (iii) to Parent’s knowledge, within the past three years, no Union has attempted to organize employees at 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 Parent Employees, (iv) within the past three years, there have been no actual or, to Parent’s knowledge, threatened (A) work stoppages, lock-outs or strikes, (B) slowdowns, boycotts, handbilling, picketing, walkouts, demonstrations, leafleting, sit-ins or sick-outs by Parent Employees causing significant disruption to the operations of a Parent facility, or (C) other form of Union disruption at Parent or any of its Subsidiaries, and (v) except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) (i) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiariesunfair labor practice, (iii) there is no labor dispute (other than routine individual grievances) dispute, or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, (iv) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and . (b) Parent and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iv) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed : (i) Parent and understood that 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 Parent nor any of its Subsidiaries has any liabilities under WARN or any state or local Laws requiring notice with respect to such layoffs or terminations. (c) In the past three years, (i) no representation Governmental Entity has threatened (to the knowledge of Parent) or warranty is made by initiated any material complaints, charges, lawsuits, grievances, claims, arbitrations, administrative proceedings, or other proceeding(s) or investigation(s) with respect to Parent or Merger Sub its Subsidiaries arising out of, in connection with, or otherwise relating to any Parent Employees or any Laws governing labor or employment, and (ii) no Governmental Entity has issued or, to Parent’s knowledge, threatened to issue any significant citation, order, judgment, fine or decree against Parent or any of its Subsidiaries with respect of to any Parent Employees or any Laws governing labor matters in any section of this Agreement other than this Section 4.14or employment.

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) Neither Parent nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or material work rules or practices with any labor union, labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiiii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge Knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its SubsidiariesSubsidiaries or with respect to any Parent Employees, (iiiiv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, Employees and (ivv) there is no slowdown or work stoppage in effect or, to the knowledge Knowledge of Parent, threatened with respect to Parent Employees; except, and with respect to clauses (i) through (v) ), as would not reasonably be expected to have, individually or in the knowledge of Parentaggregate, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against a Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and Material Adverse Effect. (b) Except for such matters which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are are, and have been, in compliance with all applicable Laws Law respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iviii) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent (other than at the written direction of the Company or as a result of any of the transactions contemplated hereby) that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It . (c) To the Knowledge of Parent, no Parent Employee who is agreed and understood that no representation an executive officer has, as of the date hereof, given notice to Parent of any intention to terminate his or warranty is made by her employment with Parent or Merger Sub in respect of labor matters in any section its Subsidiaries within the twelve (12) month period following the date of this Agreement other than this Section 4.14Agreement.

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) Neither Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining or similar agreement or material work rules or practices with any labor union, labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiiii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge Knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iiiiv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, Employees and (ivv) there is no slowdown or work stoppage in effect or, to the knowledge Knowledge of Parent, threatened with respect to Parent Employees; except, and with respect to clauses (i) through (v) ), as would not reasonably be expected to have, individually or in the knowledge of Parentaggregate, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against a Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and Material Adverse Effect. (b) Except for such matters which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are are, and have been, in compliance with all applicable Laws Law respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iviii) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent (other than at the written direction of the Company or as a result of any of the transactions contemplated hereby) that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It . (c) To the Knowledge of Parent, no Parent Employee who is agreed and understood that no representation an executive officer has, as of the date hereof, given notice to Parent of any intention to terminate his or warranty is made by her employment with Parent or Merger Sub in respect of labor matters in any section its Subsidiaries within the twelve (12) month period following the date of this Agreement other than this Section 4.14Agreement.

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, (a) (i) there are no strikes or lockouts with respect to any employees of Parent the Company or any of its Subsidiaries (“Parent Company Employees”), (ii) Parent the Company and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parentthe Company, there is no union organizing effort pending or threatened against Parent the Company or any of its Subsidiaries, (iii) there is no labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parentthe Company, threatened against Parent the Company or any of its Subsidiaries, (iv) there is no slowdown or work stoppage in effect or, to the knowledge of Parentthe Company, threatened with respect to Parent Company Employees, and (v) to the knowledge of Parentthe Company, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent the Company or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and (b) Parent the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iv) unfair labor practices. Neither Parent the Company nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act Act”) or any similar state or local Law as a result of any action taken by Parent the Company (other than at the written direction of Parent) that would reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub the Company in respect of labor matters in any section of this Agreement other than this Section 4.143.14.

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) (i) there are no strikes Neither Parent nor any of its Subsidiaries is a party to or lockouts bound by any collective bargaining or similar agreement or work rules or practices with respect any labor union, labor organization or employee association applicable to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) Parent and its Subsidiaries there are not parties no strikes or lockouts with respect to any collective bargaining agreement andParent Employees, (iii) to the knowledge Knowledge of Parent, there is no union recognition, certification or organizing effort pending or threatened against Parent or any of its Subsidiaries, (iiiiv) there is no unfair labor dispute practice, labor dispute, grievance (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, Employees and (ivv) there is no organized slowdown or work stoppage in effect or, to the knowledge Knowledge of Parent, threatened with respect to Parent EmployeesEmployees except, and with respect to clause (v) iv), as would not reasonably be expected to have, individually or in the knowledge of aggregate, a material impact on Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and . (b) Except for such matters which would not reasonably be expected to have, individually or in the aggregate, a material impact on Parent, Parent and its Subsidiaries are are, and have been, in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, hours and (iviii) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent or any of its Subsidiaries (other than at the written direction of the Company or as a result of any of the transactions contemplated hereby) that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14material impact on Parent.

Employment and Labor Matters. (a) Except for such matters which are not having or as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (ai) neither Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining or similar agreement or work rules or practices with any labor union, labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (iii) there are no existing or, to the knowledge of Parent, threatened strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiiii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iiiiv) there is no unfair labor practice, labor dispute (other than than, in each case, routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, and (ivv) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to any Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and . (b) Except for such matters that would not, individually or in the aggregate, have a Parent Material Adverse Effect, Parent and its Subsidiaries are are, and for the past three years have been, in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iviii) unfair labor practices. Neither Parent nor any of its Subsidiaries has any material liabilities or is in breach of any obligations under the WARN Worker Adjustment and Retraining Notification Act or any similar state or local Law of 1998 as a result of any action taken by Parent that would reasonably be expected to have, individually or its Subsidiaries in the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14past three years.

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) (i) Neither Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining or similar agreement or work rules or practices with any labor union, labor organization or employee association applicable to employees of Parent or any of its Subsidiaries, (ii) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiiii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iiiiv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, Employees and (ivv) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent EmployeesEmployees except, with respect to (ii) and (v) iv), as would not reasonably be expected to have, individually or in the knowledge of Parentaggregate, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against a Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and Material Adverse Effect. (b) Except for such matters which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are are, and have been, in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iviii) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Worker Adjustment and Retraining Notification Act or any similar state or local Law of 1998 as a result of any action taken by Parent (other than at the written direction of the Company or as a result of any of the transactions contemplated hereby) that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14.

Employment and Labor Matters. (a) (i) Neither Parent nor any of its Subsidiaries is a party to, subject to, or bound by any Labor Agreement with any Union, and there is no pending or, to the knowledge of Parent, threatened Union representation petition involving any employees of Parent or any of its Subsidiaries or application by any Person to be certified as the bargaining agent of any employees of Parent or any of its Subsidiaries, nor has there been such a petition or application since the Applicable Date, (ii) there is no pending or, to the knowledge of Parent, threatened Union organizing activities or demands of any Union for recognition or certification with respect to the employees of Parent or any of its Subsidiaries, nor has there been such activities or demands since the Applicable Date, and (iii) as of the date hereof, Parent and its Subsidiaries have no notice or consultation obligations to any Union, or to any of their employees, in connection with the execution of this Agreement or consummation of the Transactions. (b) As of the date hereof, there is no material grievance arising out of a Labor Agreement, unfair labor practice, charge, or any other material labor-related Proceeding against Parent or any of its Subsidiaries pending, or, to the knowledge of Parent, threatened, nor has there been any such Proceeding in the last three (3) years. (c) Except for such matters which are not having or as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) (i) as of the date hereof, there are is, and since the Applicable Date there has been, no strikes strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling, or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”)other labor dispute pending, (ii) Parent and its Subsidiaries are not parties to any collective bargaining agreement andor, to the knowledge of Parent, there is no union organizing effort pending threatened, against or threatened against involving Parent or any of its Subsidiaries. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are, and for the last three (iii3) years have been, in material compliance with all applicable Employment Laws, and there is are no labor dispute (other than routine individual grievances) or labor arbitration proceeding Proceedings pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, (iv) there is no slowdown by or work stoppage in effect oron behalf of any applicant for employment, any current or former employee, individual classified as an independent contractor or any class of the foregoing, relating to any of the knowledge of Parent, threatened with respect to Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaintEmployment Laws, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation alleging breach of any applicable Law respecting employment express or employment practices, workplace health and safety, terms and conditions implied Contract of employment. (e) All amounts due or accrued for all salary, wages wages, bonuses, incentive compensation, deferred compensation, commissions, vacation pay, sick days, termination and hours, severance pay and benefits under Parent Benefit Plans and other similar accruals have either been paid or unfair labor practices, are accrued and (b) accurately reflected in the books and records of Parent and its Subsidiaries are Subsidiaries, in compliance with each case in all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iv) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14material respects.

Employment and Labor Matters. Except for such matters which are not having or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) (i) Except as set forth in Section 4.15(a) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to or bound by any material collective bargaining or similar agreement or work rules or practices with any labor union, labor organization or employee association applicable to employees of Parent or any of its Subsidiaries , (ii) there are no existing or, to the knowledge of Parent, threatened strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiiii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iiiiv) there is no unfair labor practice, labor dispute (other than than, in each case, routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against with respect to Parent or any of its Subsidiaries, Employees and (ivv) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and . (b) Except for such matters that would not, individually or in the aggregate, materially and adversely affect the ability of Parent and its Subsidiaries are to operate their business in the ordinary course consistent with past practices, Parent and its Subsidiaries are, and have been, in material compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iviii) unfair labor practices. Neither Parent nor any of its Subsidiaries has any material liabilities or is in breach of any obligations under the WARN Worker Adjustment and Retraining Notification Act or any similar state or local Law of 1998 as a result of any action taken by Parent that would reasonably be expected to have, individually or in (other than at the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by written direction of Parent or Merger Sub in respect as a result of labor matters in any section of this Agreement other than this Section 4.14the transactions contemplated hereby).

Employment and Labor Matters. (a) Except as set forth in Schedule 3.12(a), with respect to the Assets, Seller is not a party to (a) any collective bargaining agreement, (b) any agreement respecting the employment of any Offered Employee other than the Employment Contracts or (c) any agreement for such the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days’ notice. Except as set forth in Schedule 3.12(a) or for matters which are not having or that would not reasonably be expected to havenot, individually or in the aggregate, have a Parent Seller’s Material Adverse Effect, (a) to Seller’s Knowledge, within the last 5 years, Seller has not experienced any material labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with any of the Assets. Except to the extent set forth in Schedule 3.12(a), to Seller’s Knowledge, with respect to the Assets, (i) there are is no strikes unfair labor practice charge or lockouts with respect complaint against Seller pending or, to any employees of Parent or any of its Subsidiaries (“Parent Employees”)Seller’s Knowledge, threatened, (ii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iii) there is no labor dispute (other than routine individual grievances) strike, dispute, request for representation, slowdown or labor arbitration proceeding stoppage actually pending or, to the knowledge of ParentSeller’s Knowledge, threatened against Parent or any of its Subsidiariesaffecting Seller, (iii) no question concerning labor representation has been raised to Seller or, to Seller’s Knowledge, is threatened respecting the Offered Employees, (iv) there no grievance, nor any arbitration proceedings arising out of or under collective bargaining agreements, is no slowdown or work stoppage in effect pending or, to the knowledge of ParentSeller’s Knowledge, threatened with respect to Parent Employeesthreatened, and (v) to the knowledge of Parentthere are no administrative charges, there is no charge, complaint, or investigation pending court complaints or threatened by any Governmental Entity complaints against Parent Seller concerning alleged employment discrimination or other employment related matters pending or, to Seller’s Knowledge, threatened before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor or any of its Subsidiaries concerning any alleged violation of any other Governmental Authority and (vi) to Seller’s Knowledge, Seller has complied with all applicable Law respecting labor and employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and laws in all material respects. (b) Parent and its Subsidiaries are in compliance with all applicable Laws respecting Set forth on Schedule 6.10(a) is each Offered Employee’s (i) employment and employment practicesposition, (ii) workplace health salary or hourly wage rate and safety, (iii) terms bonus and conditions of employment and wages and hours, and (iv) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14incentive compensation.

Employment and Labor Matters. (A) Except for such matters which are not having in accordance with applicable Law, neither Parent nor any of its Subsidiaries is a party to or would not reasonably be expected bound by any material collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to have, individually employees of Parent or in the aggregate, a Parent Material Adverse Effectany of its Subsidiaries, (a) (iB) there are no pending or, to the knowledge of Parent, threatened strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (iiC) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent 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 Parent, threatened against with respect to Parent or any of its SubsidiariesEmployees, and (ivE) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to the Parent Employees, and (v) to the knowledge of Parent, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against nor has Parent or any of its Subsidiaries concerning experienced any alleged violation of any applicable Law respecting employment events described in clauses (B), (C), (D) or employment practices(E) within the past three years; except, workplace health with respect to clauses (B) and safety(D) hereof, terms and conditions of employment, wages and hoursas would not have, or unfair labor practices, and (b) Parent and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iv) unfair labor practices. Neither Parent nor any of its Subsidiaries has any liabilities or is in breach of any obligations under the WARN Act or any similar state or local Law as a result of any action taken by Parent that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. It is agreed . (ii) Except for such matters as have not had and understood that no representation would not reasonably be expected to have, individually or warranty is made by in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are in compliance with all applicable Laws relating to (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, (C) unfair labor practices and (D) labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, classification of service providers as employees and/or independent contractors, safety and health, workers’ compensation, immigration, pay equity and the collection and payment of withholding or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14social security.

Employment and Labor Matters. Except as set forth in Schedule 5.20, neither Parent, Seller nor the Company is a party to (a) any collective bargaining agreement, (b) any agreement respecting the employment of any officer or any other employee, or (c) any agreement for such matters the provision of consulting or other professional services which are is not having cancelable without penalty on less than 30 days' notice, in each case with respect to the Business. Except as set forth in Schedule 5.20, within the last five years neither Parent, Seller nor the Company has experienced any labor disputes, union organization attempts or would not reasonably be expected any work stoppage due to havelabor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, individually or in with respect to the aggregate, a Parent Material Adverse EffectBusiness, (a) (i) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries (“Parent Employees”), (ii) Parent and its Subsidiaries are not parties to any collective bargaining agreement and, to the knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries, (iii) there is no labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries, (iv) there is no slowdown or work stoppage in effect or, to the knowledge of Parent, threatened with respect to Parent EmployeesSeller have complied, and (v) to the knowledge of ParentCompany is in compliance, there is no charge, complaint, or investigation pending or threatened by any Governmental Entity against Parent or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, workplace health and safety, terms and conditions of employment, wages and hours, or unfair labor practices, and (b) Parent and its Subsidiaries are in compliance all material respects with all applicable Applicable Laws respecting (i) employment and employment practices, (ii) workplace health and safety, (iii) terms and conditions of employment and wages and hours, and (iv) is not engaged in any unfair labor practices. Neither Parent practice, in connection with the Business; (b) there is no unfair labor practice charge or complaint against Parent, Seller or the Company pending or, to the best of the Company's, Parent's and Seller's knowledge, threatened in connection with the Business; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of the Company's, Parent's and Seller's knowledge, threatened against or affecting the Business nor any secondary boycott with respect to services of its Subsidiaries the Business; (d) no question concerning representation has any liabilities been raised or is in breach threatened respecting the employees of Seller of the Business or of the Company; (e) no grievance which has had or could have a material adverse effect on the Business, nor any obligations arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no administrative charges or court complaints against Parent, Seller or the WARN Act Company concerning alleged employment discrimination or other employment related matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any similar state or local Law as a result of any action taken by Parent that would reasonably be expected to have, individually or other governmental entity in connection with the aggregate, a Parent Material Adverse Effect. It is agreed and understood that no representation or warranty is made by Parent or Merger Sub in respect of labor matters in any section of this Agreement other than this Section 4.14Business.