Common use of Employment and Labor Matters Clause in Contracts

Employment and Labor Matters. (a) Other than the Business Employees listed on Schedule 2.14(a), there are no other employees of Seller whose services are engaged in the Business. (b) With respect to the Business Employees, Seller has complied at all times in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business: (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency or court and, to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisition.

Employment and Labor Matters. (a) Other than Neither the Business Employees listed on Schedule 2.14(a)Company nor its Subsidiary is a party to or bound by any Contract, collective bargaining agreement, letter of understanding, letter of intention, side agreement, pre-hire agreement, or other legally binding commitment with a labor union, trade association, works council or other employee representative body with respect to any employees or contractors rendering services to the Company or its Subsidiary, and, there are no other such agreements which pertain to employees of Seller whose services the Company or its Subsidiary in existence or in negotiation and to the Company’s Knowledge no employees of the Company or its Subsidiary are engaged in represented by a labor union, works council or other employee representative body. Since December 31, 2020, there has been no actual or, to the BusinessKnowledge of the Company, threatened organizing activity, labor campaign, unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slow down, picketing or other labor disputes against the Company or its Subsidiary. (bi) With There are no Actions pending or, to the Company’s Knowledge, threatened (A) between the Company or its Subsidiary and any of their respective officers, directors, employees or independent contractors or (B) by or before any Governmental Body affecting the Company or its Subsidiary concerning employment matters, and (ii) no labor union, labor organization, works council or group of employees of the Company or its Subsidiary has made a demand (that is pending as of the date hereof) for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding pending or threatened in writing as of the date hereof with the National Labor Relations Board (or any similar other Governmental Body) with respect to any employees of the Business EmployeesCompany or its Subsidiary. (c) Except as would not have a Company Material Adverse Effect, Seller has complied at all times the Company and its Subsidiary are, and since December 31, 2020 have been, in all material respects compliance with all federal, state, and foreign applicable Laws respecting employment labor, employment, and employment practices, including terms and conditions of employment, wages and hourshours (including the classification of independent contractors and exempt and non-exempt employees), health and safety, immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Applicable Laws (collectively, the “WARN Act”)), employee trainings and notices, workers’ compensation, labor relations, employee leave issues, COVID-19, affirmative action and unemployment insurance, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and occupational safety and health, including Laws concerning unfair labor practices within state anti-discrimination laws. To the meaning of Section 8 Knowledge of the National Labor Relations ActCompany, and there are no audits or investigations pending or scheduled by any Governmental Authority pertaining to labor or the employment practices of non-residents under the Immigration Reform and Control Act of 1986Company. (cd) Except as disclosed on Schedule 2.14(b)would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have reasonably investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which the Company has Knowledge and, with respect to each such allegation with potential merit, the Business: (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency or court and, Company and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. To the Knowledge of Sellerthe Company, the Company and its Subsidiaries do not reasonably expect any material Liabilities with respect to any such allegations described in the preceding sentence. To the Knowledge of the Company, no basis for any such matter exists; (ii) there are no inquiries, investigations material allegations of discrimination or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees sexual harassment have been made, nor are made against any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, employee of the Company or work stoppage by any of its employees; andSubsidiaries at a level of Vice President or above. (ve) Seller will not incur any Liability to any No employee orlayoff, to facility closure or shutdown, reduction-in-force, furlough, temporary layoff, or reduction in salary or wages affecting employees of the Knowledge Company or its Subsidiary of Sellerthe Company has occurred since December 31, violate any applicable Laws respecting employment and employment practices 2020 or is currently contemplated, planned or announced, including as a result of this AcquisitionCOVID-19. The Company and its Subsidiary have not otherwise experienced any material employment-related liability with respect to COVID-19.

Employment and Labor Matters. (a) Other than Schedule 2.13 sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of ZoneCare, broken down by location and which includes the name, title or position, salary, bonus and benefits information for each such person (the “Business Employees listed on Schedule 2.14(aEmployees”), there are no other employees of Seller whose services are engaged in the Business. (b) With respect to the Business Employees, Seller has complied at all times ZoneCare is in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business: (i) there There are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pendingZoneCare pending or, nor has Seller been expressly notified to the knowledge of any such matters being threatenedthe Sellers, threatened before any federal, state or local agency or court that could reasonably be expected to have a Material Adverse Effect on ZoneCare or its respective business or the Rights and Assets, financial or otherwise, and, to the Knowledge knowledge of Sellerthe Sellers, no basis for any such matter exists; (iid) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller ZoneCare is not a party to any union or collective bargaining agreement, and, to the knowledge of the Sellers, no union attempts to organize its employees the Business Employees have been made, nor are any such attempts now threatened;. (ive) Seller ZoneCare has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; andthe Business Employees. (vf) Seller Except as set forth in Schedule 2.13(f), ZoneCare will not incur any Liability liability or obligation to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices Business Employees as a result of this Acquisitionthe sale of the Membership Interests hereunder.

Employment and Labor Matters. (a) Other than Schedule 2.13(a) sets forth (i) the Business Employees listed on Schedule 2.14(a), there are no other number of full-time and part-time employees of each Seller whose services are engaged and (ii) the name and compensation (including benefits) paid to each employee of or consultant to each Seller who received salary and bonuses for either of such Seller's two most recently ended fiscal years in the Businessexcess of $50,000. (b) With respect to the Business Employees, Each Seller has complied at all times is in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b2.13(c), with respect to the Business:, (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the any Seller's employment practices pending or, to the knowledge of Seller pendingthe Sellers and the Owners, nor has Seller been expressly notified of any such matters being threatened, threatened before any federal, state or local agency or court that could reasonably be expected to have a material adverse effect on the Business, financial or otherwise, and, to the Knowledge knowledge of Sellerthe Sellers and the Owners, no basis for any such matter exists; (ii) to the knowledge of the Sellers and the Owners, there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with any Seller and who provides services to pending or threatened by any state professional board or agency charged with regulating the Businessprofessional activities of health care practitioners; (iii) no Seller is not a party to any union or collective bargaining agreement, and, to the knowledge of the Sellers and the Owners, no union attempts to organize its the employees of any Seller have been made, nor are any such attempts now threatened;; and (iv) no Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisition.

Employment and Labor Matters. (a) Other than (i) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the Business Employees listed on Schedule 2.14(a)Company’s Knowledge, threatened against or affecting the Company or any Subsidiary and since the Company’s inception there has not been any such action; (ii) neither the Company nor any Subsidiary is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any Subsidiary; (iii) none of the employees of the Company or any Subsidiary are represented by any labor organization or employee association and to the Company’s Knowledge there are no other current union organizing activities among the employees of Seller whose services the Company or any Subsidiary and no question concerning representation exist concerning such employees; (iv) the Company has provided to Purchaser true, correct and complete copies of all written personnel policies, rules or procedures applicable to employees of the Company and its Subsidiaries; (v) the Company and the Subsidiaries are engaged in the Business. (b) With respect to the Business Employees, Seller has complied and have at all times been, in all material respects compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages and hourswages, hours of work, overtime classification, immigration, equal employment opportunity, and occupational safety and health, including Laws concerning and are not engaged in any unfair labor practices within the meaning of Section 8 of as defined in the National Labor Relations ActAct or other applicable law, ordinance or regulation, and are, and have at all times been, in compliance with all applicable laws respecting the classification of employees and independent contractors, (vi) there is no unfair labor practice charge, charge of discrimination or other complaint against the Company or any Subsidiary pending or, to the Company’s Knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing or any other agency responsible for the prevention of unlawful employment practices; and (vii) there are no complaints, controversies, charges, lawsuits or other proceedings pending or, to the Company’s Knowledge, threatened to be brought by any applicant for employment or current or former employees alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There are no employment contracts, severance agreements, retention agreements, change in control agreements or confidentiality agreements (other than standard employee proprietary information and invention agreements) with any employees of non-residents under the Immigration Reform Company or any Subsidiary. The execution of this Agreement and Control Act the consummation of 1986the transactions contemplated hereby will not result in a breach or other violation of any collective bargaining agreement or any other employment contract or arrangement to which the Company or any Subsidiary is a party. For purposes of this Section 3.16(a), the term “employees of the Company” or similar terminology includes employees of Seller who will be transferred to the Company on or prior to the Closing Date. (b) Subject to applicable law, the Company has provided Purchaser with the names, titles, base salary or wage rate, overtime classification, most recent bonus amount, if any, and start date as of the most recent practicable date for employees of Seller, the Company and the Subsidiaries. (c) Except as disclosed on Schedule 2.14(b), with respect From the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) to the Business: date of this Agreement, neither the Company nor any Subsidiary has effectuated (i) there are no chargesa “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Subsidiary, governmental audits, investigations, administrative proceedings or complaints concerning (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment practices or facility of Seller pendingthe Company or any Subsidiary, nor has Seller the Company or any Subsidiary been expressly notified affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any such matters being threatened, before any federal, similar state or local agency law including California Labor Code Section 1400. None of the employees of the Company, Seller or court and, any Subsidiary has suffered an “employment loss” (as defined in the WARN Act) during the ninety (90) day period prior to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result execution of this AcquisitionAgreement.

Employment and Labor Matters. (ai) Other than To the Business Employees listed on Schedule 2.14(a)best of the Company's Knowledge, there are no collective bargaining agreements or other employees labor union agreements or understandings to which the Company or any of Seller whose services its Subsidiaries is a party or by which any of them is bound, nor is it or any of its subsidiaries the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions. Except as set forth in Paragraph 3(r) of the Disclosure Letter, neither the Company nor any of its subsidiaries has encountered any labor union organizing activity, or had any actual or threatened employee strikes, work stoppages, slowdowns, lockouts, labor disputes, lawsuits, administrative proceedings or representation questions and no such actions are engaged in the Businessthreatened at present. (bii) With respect to the Business Employees, Seller has The Company and its Subsidiaries have complied at all times in all material respects with all applicable Laws respecting laws relating to the employment of labor, including any provisions thereof relating to wages, hours, overtime, bonuses, severance pay, benefits, COBRA, WARN, state and employment local equivalents to the WARN Act, Family and Medical Leave Act, FLSA, state wage/hour laws, Americans with Disabilities Act, Age Discrimination in Employment Act, collective bargaining, and the payment of social security, unemployment compensation and similar taxes, and neither the Company nor its Subsidiaries are liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing; (iii) There are no charges, suits, actions, administrative proceedings or investigations, and/or claims, instituted by or against, pending, threatened against and/or affecting, naming or involving the Company or its Subsidiaries, before any court, governmental agency, department, board of instrumentality, or before any arbitrator concerning or in any way related to the employees of the Company or its subsidiaries, including, without limitation, actions involving unfair labor practices, terms and conditions wrongful discharge and/or any other restriction on the right of employmentthe Company or its Subsidiaries to terminate their respective employees, wages and hoursemployment discrimination, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business: (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency or court and, to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatenedworkers' compensation; (iv) Seller has There are no post-employment benefits, including but not experienced any organized slowdownlimited to retiree medical and retiree accidental death and disability benefits, work interruption, strike, for current or work stoppage by any former employees of Company or its employeesSubsidiaries; and (v) Seller will not incur any Liability There are no express or implied agreements, policies, practices or procedures, whether written or verbal, pursuant to which any employee or, or agent or contractor of the Company or its Subsidiaries is not terminable at will without cost to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this AcquisitionCompany or its Subsidiaries.

Employment and Labor Matters. (a) Other than the Business Employees listed on Schedule 2.14(a), there are no other employees of Seller whose services are engaged No Acquired Entity formed in the United States (or any subdivisioin thereof) or Canada (or any subdivision thereof) directly employs any employees and all services performed for the Acquired Entities and, with respect to the Acquired Business, the Asset Sellers, are performed by Sun or a Sun Subsidiary other than an Acquired Entity (each, a “Sun Employer”) or independent contractors. (b) With Except as set forth in Section 3.12(b) of the Sun Disclosure Letter, (i) there are no suits, charges, grievances or attorney demand letters, pending or threatened, involving Sun or any Sun Subsidiary and any employee of the Acquired Business, that, individually or in the aggregate, if determined or resolved adversely to Sun or such Sun Subsidiary, has resulted in, or would reasonably be expected to result in, a Sun Material Impairment, (ii) neither Sun nor any Sun Subsidiary is a party to any collective bargaining agreement, labor union contract or legally binding commitment to any labor union applicable to any employees of the Acquired Business, and, to the Knowledge of Sun, there are no activities or proceedings involving any labor union to organize or represent any such employees, that, individually or in the aggregate, if successful, would result in, or would reasonably be expected to result in, a Sun Material Impairment, (iii) there are no unfair labor practice charges or other applications or proceedings before a labor relations board or any similar authority currently pending or, to the Knowledge of Sun, threatened, involving Sun or any Sun Subsidiary and any employee of the Acquired Business, that, individually or in the aggregate, if determined or resolved adversely to Sun or any Sun Subsidiary, would result in, or would reasonably be expected to result in, a Sun Material Impairment, (iv) neither Sun nor any Sun Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation or other order by, any Governmental Entity relating to employment practices with respect to any employees of the Business EmployeesAcquired Business, Seller except to the extent any such consent decree, citation or order, individually and in the aggregate, has complied at all times not resulted in and would not reasonably by expected to result in a Sun Material Impairment and (v) each of Sun and the Sun Subsidiaries is in compliance in all material respects with all applicable Laws respecting Laws, Contracts and employment and policies relating to employment practices, wages, hours and other terms and conditions of employment, wages employment standards, human rights, occupational safety, workers’ compensation, language of work and hours, and occupational safety and health, including plant closing Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to employees of the Acquired Business: (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency or court and, except in each case to the Knowledge of Sellerextent that any noncompliance therewith, no basis for any such matter exists; (ii) there are no inquiriesindividually and in the aggregate, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will resulted in and would not incur any Liability reasonably be expected to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as result in a result of this AcquisitionSun Material Impairment.

Employment and Labor Matters. (a) Other than the Business Employees listed on Schedule 2.14(a), there The Company Entities are no other employees of Seller whose services are engaged in the Business. (b) With respect to the Business Employees, Seller has complied at all times compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, Act and the employment of non-non residents under the Immigration Reform and Control Act of 1986; and the Company Entities are not subject to any material fine, penalty, Liability or disability as the result of any violation of or failure to comply with any such applicable Law. (b) Except as disclosed in Schedule 5.15(b), the Company Entities have not, directly or indirectly, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit (in each case, which remains outstanding), other than for amounts under Five Thousand Dollars ($5,000) individually, in the form of a personal loan, to or for any director, officer or employee. (c) Except as disclosed on in Schedule 2.14(b), with respect to the Business:5.15(c): (i) there are no material charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pendingthe Company Entities pending or, nor has Seller been expressly notified to the Knowledge of any such matters being threatenedthe Company, threatened before any federal, state or local agency or court and, to which has jurisdiction over the Knowledge of Seller, no basis for any such matter existsCompany Entities; (ii) to the Knowledge of the Company there are no material inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being pending or threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the BusinessCompany Entities; (iii) Seller no Company Entity is not a party to any union or collective bargaining agreement, to the Knowledge of the Company, no union attempts to organize its employees have been made, nor are any and no such attempts now are now, to the Knowledge of the Company, threatened; ; (iv) Seller none of the Company Entities has not experienced any organized slowdown, work interruption, strike, strike or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisition.;

Employment and Labor Matters. Except as set forth in Schedule 5.20, Seller is not a party to (a) Other than the Business Employees listed on Schedule 2.14(a)any collective bargaining agreement, there are no other employees of Seller whose services are engaged in the Business. (b) With any agreement respecting the employment of any officer or any other employee, or (c) any agreement for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each case with respect to the Business EmployeesBusiness. Except as set forth in Schedule 5.20, within the last five years Seller has complied at all times not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, with respect to the Business, (a) Seller is in compliance in all material respects with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employment, employment and wages and hours, and occupational safety and health, including Laws concerning is not engaged in any unfair labor practices within practice; (b) there is no unfair labor practice charge or complaint against Seller pending or, to the meaning best of Section 8 of the National Labor Relations ActSeller's knowledge, and the employment of non-residents under the Immigration Reform and Control Act of 1986. threatened; (c) Except as disclosed on Schedule 2.14(b)there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of Seller's knowledge, threatened against or affecting Seller nor any secondary boycott with respect to services of Seller; (d) no question concerning representation has been raised or is threatened respecting the employees of Seller of the Business: ; (ie) no grievance which has had or could have a material adverse effect on Seller, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency charges or court and, to complaints against Seller concerning alleged employment discrimination or other employment related matters pending or threatened before the Knowledge of Seller, no basis for U.S. Equal Employment Opportunity Commission or any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisitionother governmental entity.

Employment and Labor Matters. Schedule 3.18(i) lists all employees of Seller who primarily perform services with respect to the Seller’s Business (a) Other than the Business Employees “Designated Employees”). Additionally, Seller currently retains certain persons to perform services as independent contractors who are not employees, and are listed on Schedule 2.14(a3.18(ii), there are no other employees of Seller whose services are engaged in the Business. (b) With respect to the Business Employees, . Seller has complied at all times in all material respects with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with . With respect to the BusinessDesignated Employees: (ia) except for routine government inquiries, examinations and inspections which Seller has no reason to believe are material, there are no charges, governmental audits, investigations, administrative proceedings or complaints complaints, grievances or actions concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters matter being threatened, before any federal, state or local agency or court and, to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iiib) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (ivc) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and; (vd) none of such employees have filed any complaints against Seller or any officers or employees of Seller, initiated any Proceedings against Seller or been the subject to any disciplinary actions by Seller; (e) Seller will not incur any Liability to any such employee or, to the Knowledge of Seller, or violate any applicable Applicable Laws respecting employment and employment practices as a result of the transactions contemplated by this AcquisitionAgreement; and (f) Seller has valid written documentation that each such employee is a U.S. resident or is authorized to work in the U.S. and has delivered such documentation to Buyer.

Employment and Labor Matters. In connection with Sellers' Business: (a) Other than Schedule 3.18 sets forth (i) the Business Employees listed on Schedule 2.14(a), there are no other number of full-time and part-time ------------- employees of Seller whose services are engaged in and consultants to Sellers assigned to the BusinessFacility (the "Facility Employees") and (ii) the name and compensation paid to each such Facility Employee. (b) With respect to the Business EmployeesTo Sellers' Knowledge, Seller has complied at all times Sellers are in compliance in all material respects with all applicable Laws laws respecting employment and employment em- ployment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business: (i) there are Sellers have no notice of any charges, governmental audits, investigationsin- vestigations, administrative proceedings or complaints concerning the Sellers' employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, relating to the Facility pending or threatened before any federal, state or local agency or court andcourt, to the Knowledge of Seller, and no basis for any such matter exists;. (iid) To Sellers' Knowledge, there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to Sellers, pending or threatened by any state professional board or agency charged with regulating the Business;professional activities of health care practitioners. (iiie) Seller None of Sellers is not a party to any union or collective bargaining agreement, agreement and no union attempts to organize its employees the Facility Em- ployees have been made, nor are any such attempts now threatened;. (ivf) Seller has Sellers have not experienced any organized slowdown, work interruptioninter- ruption, strike, or work stoppage by any their employees. (g) Sellers have paid or discharged all liabilities for compensation and benefits to which all of its employees; and (v) Seller will Facility Employees are currently entitled, including but not incur limited to all salaries, wages, bonuses, incentive compensation, payroll taxes, hospitalization and medical expenses, deferred compensation and vacation and sick pay, as well as any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices severance pay becoming due as a result of this Acquisitionthe termination of the Facility Employees contemplated hereby except for those items not yet payable in the Ordinary Course of Business all of which will be paid as soon as practicable fol- lowing Closing.

Employment and Labor Matters. (a) Other than Schedule 2.13 sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of RedEarth, broken down by location and which includes the name, title or position, salary, bonus and benefits information for each such person (the “Business Employees listed on Schedule 2.14(aEmployees”), there are no other employees of Seller whose services are engaged in the Business. (b) With respect to the Business Employees, Seller has complied at all times RedEarth is in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business: (i) there There are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pendingRedEarth pending or, nor has Seller been expressly notified to the knowledge of any such matters being threatenedthe Sellers, threatened before any federal, state or local agency or court that could reasonably be expected to have a Material Adverse Effect on RedEarth or its respective business or the Rights and Assets, financial or otherwise, and, to the Knowledge knowledge of Sellerthe Sellers, no basis for any such matter exists; (iid) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller RedEarth is not a party to any union or collective bargaining agreement, and, to the knowledge of the Sellers, no union attempts to organize its employees the Business Employees have been made, nor are any such attempts now threatened;. (ive) Seller RedEarth has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; andthe Business Employees. (vf) Seller Except as set forth in Schedule 2.13(f), RedEarth will not incur any Liability liability or obligation to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices Business Employees as a result of this Acquisitionthe sale of the Membership Interests hereunder.

Employment and Labor Matters. Except as set forth in Schedule 5.20, Seller is not a party to (a) Other than the Business Employees listed on Schedule 2.14(a)any collective bargaining agreement, there are no other employees of Seller whose services are engaged in the Business. (b) With any agreement respecting the employment of any officer or any other employee, or (c) any agreement for the provision of consulting or other professional services which is not cancelable without penalty on less than 30 days' notice, in each case with respect to the Business EmployeesBusiness. Except as set forth in Schedule 5.20, within the last five years Seller has complied at all times not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with the Business. Except to the extent set forth in Schedule 5.20, with respect to the Business, (a) Seller is in compliance in all material respects with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employment, employment and wages and hours, and occupational safety and health, including Laws concerning is not engaged in any unfair labor practices within practice; (b) there is no unfair labor practice charge or complaint against Seller pending or, to the meaning best of Section 8 of the National Labor Relations ActParent's and Seller's knowledge, and the employment of non-residents under the Immigration Reform and Control Act of 1986. threatened; (c) Except as disclosed on Schedule 2.14(b)there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or, to the best of Parent's and Seller's knowledge, threatened against or affecting Seller nor any secondary boycott with respect to services of Seller; (d) no question concerning representation has been raised or is threatened respecting the employees of Seller of the Business: ; (ie) no grievance which has had or could have a material adverse effect on Seller, nor any arbitration proceedings arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency charges or court and, to complaints against Seller concerning alleged employment discrimination or other employment related matters pending or threatened before the Knowledge of Seller, no basis for U.S. Equal Employment Opportunity Commission or any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisitionother governmental entity.

Employment and Labor Matters. (a) Other than (i) There is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the Business Employees listed on Schedule 2.14(a)Company's Knowledge, threatened against or affecting the Company and since the Company's inception there are no other has not been any such action; (ii) the Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of Seller whose services the Company; (iii) none of the employees of the Company are engaged in represented by any labor organization or employee association and the Business. Company has no knowledge of any current union organizing activities among the employees of the Company, nor does any question concerning representation exist concerning such employees; (biv) With respect the Company has provided to Parent true, correct and complete copies of all written personnel policies, rules or procedures applicable to employees of the Business EmployeesCompany; (v) the Company is, Seller and has complied at all times been, in all material respects compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages and hourswages, hours of work, overtime classification, immigration, equal employment opportunity, and occupational safety and health, including Laws concerning and is not engaged in any unfair labor practices within the meaning of Section 8 of as defined in the National Labor Relations ActAct or other applicable law, ordinance or regulation, and is, and has at all times been, in compliance with all applicable laws respecting the classification of employees and independent contractors, (vi) there is no unfair labor practice charge, charge of discrimination or other complaint against the Company pending or, to the Company's knowledge, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing or any other agency responsible for the prevention of unlawful employment practices; and (vii) there are no complaints, controversies, charges, lawsuits or other proceedings pending or, to the Company's knowledge, threatened to be brought by any applicant for employment or current or former employees alleging breach of any express or implied contract for employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. There are no employment contracts, severance agreements, retention agreements, change in control agreements or confidentiality agreements (other than standard employee Proprietary Information and Invention Agreements as contemplated by Section 3.17 hereof) with any employees of non-residents under the Immigration Reform Company. The execution of this Agreement and Control Act the consummation of 1986the transactions contemplated hereby will not result in a breach or other violation of any collective bargaining agreement or any other employment contract to which the Company is a party. (b) Subject to applicable Law, the Company has provided Parent with the names, titles, base salary or wage rate, overtime classification, most recent bonus amount, if any, and start date as of the most recent practicable date for employees of the Company and each Company Subsidiary. (c) Except as disclosed on Schedule 2.14(b), with respect From the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act") to the Business: date of this Agreement, the Company has not effectuated (i) there are no chargesa "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company thereto, governmental audits, investigations, administrative proceedings or complaints concerning (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment practices or facility of Seller pendingthe Company, nor has Seller the Company been expressly notified affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any such matters being threatened, before any federal, similar state or local agency or court and, law including California Labor Code Section 1400. None of the employees of the Company has suffered an "employment loss" (as defined in the WARN Act) during the ninety (90) day period prior to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result execution of this AcquisitionAgreement.

Employment and Labor Matters. (a) Other than Except as set forth on the Business Employees listed on Schedule 2.14(a)attached Employment and Labor Matters Schedule, (i) neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreement, nor has any of them experienced any strike or material grievance, claim of unfair labor practices, or other collective bargaining dispute within the past two years; and (ii) to the Company’s Knowledge, (A) there are no other material disputes pending or threatened between the Company or any Subsidiary and any of their employees; and (B) there are no current union representation questions involving employees of Seller whose services are engaged in the BusinessCompany or any Subsidiary and, to the Company’s Knowledge, there is no organizational effort currently being made or threatened by, or on behalf of, any labor union to organize employees of the Company or any Subsidiary. (b) With respect Except as set forth on the attached Employment and Labor Matters Schedule, no executive officer’s or other key employee’s employment with the Company or any Subsidiary has been terminated for any reason nor has any such officer or employee notified the Company or any Subsidiary of his or her intention to resign or retire at any time since October 1, 2015. (c) Since October 1, 2015, neither the Business EmployeesCompany nor any Subsidiary has implemented any plant closings or layoff of employees that would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or any analogous state or local law. (d) Except as set forth on the attached Employment and Labor Matters Schedule, Seller has complied at all times the execution and delivery of this Agreement will not (a) result in any payment (whether of severance pay or otherwise) becoming due to any director, officer, employee, consultant, independent contractor or agent of the Company or any Subsidiary; (ii) increase any benefit under any Plans; or (iii) result in the acceleration of the time of payment or vesting of any such payments or benefits. (e) Except as set forth on the attached Employment and Labor Matters Schedule, the Company and any Subsidiary are and for the past five (5) years have been in compliance in all material respects with all applicable Laws respecting regarding employment and employment practices, terms and conditions of employment, wages and hours, pay equity, discrimination in employment or harassment, retaliation, human rights, immigration, work authorization, termination, fair labor standards, occupational health and occupational safety and healthsafety, including Laws concerning or any other employment-related matters. Neither the Company nor any Subsidiary is party to or otherwise bound by any consent decree with or citation from any Governmental Body relating to employees or employment practices. There is no unfair labor practices within the meaning practice claim, charge of Section 8 discrimination or proceeding brought by or on behalf of any employee, former employee or purported employee of the National Company or any Subsidiary under the Fair Labor Relations Standards Act, and Title VII of the employment of non-residents under the Immigration Reform and Control Civil Rights Act of 1986. (c) Except as disclosed on Schedule 2.14(b)1964, with respect to the Business: (i) there are no charges, governmental audits, investigations, administrative proceedings Family Medical Leave Act or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency or court and, to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee other Law pending or, to the Knowledge of Sellerthe Company, violate threatened against the Company or any applicable Laws respecting employment Subsidiary. (f) Except as set forth on the attached Employment and employment practices as a result of this AcquisitionLabor Matters Schedule, the Company and any Subsidiary are in material compliance with all written employee and human resources policies, handbooks and manuals (to the extent they contain enforceable obligations), and severance and separation agreements.

Employment and Labor Matters. (ai) Other than To the Business Employees listed on Schedule 2.14(a)best of the Company's Knowledge, there are no collective bargaining agreements or other employees labor union agreements or under- standings to which the Company or any of Seller whose services its Subsidiaries is a party or by which any of them is bound, nor is it or any of its subsidiaries the subject of any proceeding asserting that it or any subsidiary has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions. Except as set forth in Paragraph 3(r) of the Disclosure Letter, neither the Company nor any of its subsidiaries has encountered any labor union organizing activity, or had any actual or threatened employee strikes, work stoppages, slowdowns, lockouts, labor disputes, lawsuits, administrative proceedings or representation questions and no such actions are engaged in the Businessthreatened at present. (bii) With respect to the Business Employees, Seller has The Company and its Subsidiaries have complied at all times in all material respects with all applicable Laws respecting laws relating to the employment of labor, including any provisions thereof relating to wages, hours, overtime, bonuses, severance pay, benefits, COBRA, WARN, state and employment local equivalents to the WARN Act, Family and Medical Leave Act, FLSA, state wage/hour laws, Americans with Disabilities Act, Age Discrimination in Employment Act, collective bargaining, and the payment of social security, unemployment compensation and similar taxes, and neither the Company nor its Subsidiaries are liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing; (iii) There are no charges, suits, actions, administrative proceedings or investigations, and/or claims, instituted by or against, pending, threatened against and/or affecting, naming or involving the Company or its Subsidiaries, before any court, governmental agency, department, board of instrumentality, or before any arbitrator concerning or in any way related to the employees of the Company or its subsidiaries, including, without limitation, actions involving unfair labor practices, terms and conditions wrongful discharge and/or any other restriction on the right of employmentthe Company or its Subsidiaries to terminate their respective employees, wages and hoursemployment discrimination, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business: (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federal, state or local agency or court and, to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatenedworkers' compensation; (iv) Seller has There are no post-employment benefits, including but not experienced any organized slowdownlimited to retiree medical and retiree accidental death and disability benefits, work interruption, strike, for current or work stoppage by any former employees of Company or its employeesSubsidiaries; and (v) Seller will not incur any Liability There are no express or implied agreements, policies, practices or procedures, whether written or verbal, pursuant to which any employee or, or agent or contractor of the Company or its Subsidiaries is not terminable at will without cost to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this AcquisitionCompany or its Subsidiaries.

Employment and Labor Matters. (a) Other than the Business Employees listed on Schedule 2.14(a)Neither CBLI nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, letter of understanding, letter of intention, side agreement, pre-hire agreement, voluntary recognition agreement, neutrality agreement, or other legally binding commitment with a labor union, trade association, works council or other employee representative body with respect to any employees or contractors rendering services to CBLI or its Subsidiaries, there are no other such agreements which pertain to employees of Seller whose services CBLI or any of its Subsidiaries in existence or in negotiation and no employees of CBLI or any of its Subsidiaries are engaged represented by a labor union, works council or other employee representative body. Since January 1, 2018, there has been no actual, or to the Knowledge of CBLI, threatened organizing activity, labor campaign, unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slow downs, picketing, or other labor disputes against or affecting CBLI or its Subsidiaries. Neither CBLI nor any of its Subsidiaries will incur any notice, consultation or consent obligations with respect to any labor union, trade association, works council or other employee representative body in connection with the Businessexecution of this Agreement or the consummation of the Contemplated Transactions. (b) With (i) Except as set forth in Section 4.19(b) of the CBLI Disclosure Letter, since January 1, 2018 there have been no Actions or any disputes pending or, to CBLI’s Knowledge, threatened (A) between CBLI or any of its Subsidiaries and any of their respective officers, directors, employees or independent contractors or (B) by or before any Governmental Body affecting CBLI or any of its Subsidiaries concerning employment matters, and (ii) no labor union, labor organization, works council or group of employees of CBLI or its Subsidiaries has made a demand (that is pending as of the date hereof) for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding pending or threatened in writing as of the date hereof with the National Labor Relations Board (or any similar other Governmental Body) with respect to any employees of CBLI or its Subsidiaries. Section 4.19(b) of the Business EmployeesCBLI Disclosure Letter sets forth a complete and accurate list of any material disputes or threatened (in writing) material disputes between CBLI or any of its Subsidiaries and any of their respective officers, Seller has complied at directors, employees or independent contractors. (c) CBLI and its Subsidiaries are, and since January 1, 2018 have been, with respect to all times current and former officers, directors, employees and independent contractors, in compliance in all material respects with all applicable Laws respecting employment relating to labor and employment practices, terms and conditions of employment, wages and including all such Laws relating to wages, hours, benefits human rights, immigration, discrimination, harassment, retaliation, workplace accommodations, affirmative action, family and occupational medical leave, military leave, sick leave, paid leave, child labor, background checks, applications and hiring, pay equity, employment equity, workers’ compensation, unemployment compensation, employee privacy, record-keeping, safety and health, workplace postings, healthcare continuation coverage, worker classification (including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, employee-independent contractor classification and the employment proper classification of employees as exempt employees and non-residents under the Immigration Reform exempt employees), WARN and Control Act of 1986any similar foreign, state, provincial or local “mass layoff” or “plant closing” Law. (cd) There has been no “mass layoff” or “plant closing” (as defined by WARN or any similar foreign, state, provincial or local Laws) with respect to CBLI within the six (6) months prior to the date of this Agreement. (e) As of the date hereof, no Key Employee or group of employees has given notice of termination of employment or, to CBLI’s Knowledge, otherwise disclosed plans to CBLI or any of its Subsidiaries to terminate employment with CBLI or any of its Subsidiaries within the next twelve (12) months. (f) No Key Employee of CBLI or any of its Subsidiaries is employed under a non-immigrant work visa or other work authorization that is limited in duration. (g) Except as disclosed on Schedule 2.14(b)would not reasonably be expected to be, with respect individually or in the aggregate, materially adverse to the Business:business, assets, results of operations or condition (financial or otherwise) of CBLI and its Subsidiaries, taken as a whole, (i) CBLI and its Subsidiaries are not delinquent in payments or benefits to any current or former officers, directors, employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid, including any arrears of wages, salaries, commissions, bonuses, accrued and unused vacation, paid time off, sick leave, or other compensation for services performed by any current or former Employees, nor any Taxes or any penalty for failure to comply with the foregoing, (ii) no Key Employee of CBLI is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, non-competition agreement, restrictive covenant or other obligation: (A) to CBLI or (B) to a former employer of any such employee relating (1) to the right of any such employee to be employed by CBLI or (2) to the knowledge or use of Trade Secrets or proprietary information and (iii) no Key Employee of CBLI or any of its Subsidiaries has been the subject of any sexual harassment or other misconduct allegations or violations of the CBLI employee handbook (which was Made Available to CYTO prior to the date of this Agreement) during his or her tenure at CBLI. (h) Except as set forth in Section 4.19(h) of the CBLI Disclosure Letter, neither CBLI nor any of its Subsidiaries has entered into any employment, independent contractor, consulting, agency Contract or other Contract or arrangement with any Person that cannot be terminated at will without penalty. (i) there All obligations of CBLI and its Subsidiaries as of the Closing Date regarding accruals for: unpaid vacation pay; holiday pay; sick pay; paid time off; premiums, payments, and contributions for CBLI Plans; accrued wages; overtime; salaries; bonuses; commissions; benefits; and other compensation have been paid or discharged as of the Closing Date, or if unpaid, are no chargesaccurately and completely reflected in the books and records of each of CBLI and its Subsidiaries. (j) Section 4.19(j) of the CBLI Disclosure Letter contains a complete and accurate list of the individuals who are full-time, governmental auditspart-time, investigationstemporary, administrative proceedings seasonal, or complaints concerning casual employees, individuals or entities engaged on contract to provide services, and sales, or other agents or representatives of CBLI and its Subsidiaries as of the employment practices date of Seller pendingthis Agreement (specifying, nor has Seller been expressly notified for each such Person (including each person on leave of any such matters being threatenedabsence) his or her: age; the length of hire; job title or classification; rate of salary or hourly pay; commission and bonus entitlements (if any); benefits; rate of vacation, before any federal, state or local agency or court sick and other paid leave accrued and current accruals; an indication of whether the Person is on a leave of absence and, if so, the expected return to the Knowledge work date; and service credited for purposes of Seller, no basis for vesting and eligibility to participate under any such matter exists; (ii) there are no inquiries, investigations CBLI Plan or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board other employee or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisitiondirector benefit plan.

Employment and Labor Matters. (a) Other than Schedule 2.15(a) sets forth (i) the Business Employees listed on Schedule 2.14(a), there are no other number of full-time and part-time employees of Seller whose services are engaged each of the Dialysis Companies and the Dialysis Business and (ii) the name and compensation paid to each employee of or consultant to any of the Dialysis Companies or the Dialysis Business who received salary, benefits and bonuses for either of the two most recently ended fiscal years in the Businessexcess of $50,000. (b) With respect to The Dialysis Companies and the Dialysis Business Employees, Seller has complied at all times are in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b2.15(c), with respect to the Business:, (i) there are no charges, governmental audits, investigationsinvestiga- tions, administrative proceedings or complaints concerning the Dialysis Companies' or the Dialysis Business' employment practices pending or, to the knowledge of Seller pendingthe Sellers, nor has Seller been expressly notified of any such matters being threatened, threatened before any federal, state or local agency or court court, and, to the Knowledge knowledge of Sellerthe Sellers, no basis for any such matter exists; (ii) to the knowledge of the Sellers, there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides or providing services to the BusinessDialysis Companies or the Dialysis Business pending or threatened by any state professional board or agency charged with regulating the professional activities of health care practitioners; (iii) Seller is not a party to any there are no union or collective bargaining agreementagreements, with respect to any employee providing services to, and, to the knowledge of the Sellers, no union attempts to organize its any of such employees of the Dialysis Business have been made, nor are any such attempts now threatened;; and (iv) Seller the Dialysis Business has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisition.

Employment and Labor Matters. (a) Other than The Seller Disclosure Schedule sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of PRI and NCL, broken down by location and which includes the name, title or position, years in service with PRI or NCL, salary, bonus and benefits information for each such person (the "Business Employees listed on Schedule 2.14(aEmployees"), there are no other employees of Seller whose services are engaged in the Business. (b) With respect to the Business Employees, Seller has complied at all times PRI and NCL are in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business:Seller Disclosure Schedule, (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pendingPRI or NCL pending or, nor has Seller been expressly notified to the knowledge of any such matters being threatenedthe Sellers, threatened before any federal, state or local agency or court that could reasonably be expected to have a material adverse effect on PRI, NCL or their business or the Rights and Assets, financial or otherwise, and, to the Knowledge knowledge of Sellerthe Sellers, no basis for any such matter exists; (ii) to the knowledge of the Sellers, there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to PRI or NCL pending or threatened by any state professional board or agency charged with regulating the Businessprofessional activities of health care practitioners; (iii) Seller is PRI and NCL are not a party to any union or collective bargaining agreement, and, to the knowledge of the Sellers, no union attempts to organize its employees the Business Employees have been made, nor are any such attempts now threatened; (iv) Seller has PRI and NCL have not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employeesthe Business Employees; and (v) Seller PRI and NCL will not incur any Liability liability or obligation to any employee or, to the Knowledge of Seller, Business Employees or violate any applicable Laws laws respecting employment and employment practices as a result of this the Acquisition.

Employment and Labor Matters. (a) The Sellers’ employees engaged primarily in the operation of the Pharmacy Business are listed on Schedule 2.15(a) (the “Business Employees”). Other than the Business Employees listed on Schedule 2.14(a)Employees, there are no other employees of Seller the Sellers whose services are primarily engaged in the Pharmacy Business. (b) With respect to the Business Employees, each Seller has complied at all times in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b2.15(c), with respect to the Pharmacy Business: (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of any Seller pendingpending or, nor has Seller been expressly notified to the Knowledge of any such matters being threatenedthe Sellers, threatened before any federal, state or local agency or court and, to the Knowledge of Sellerthe Sellers, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pendingpending or, nor has Seller been expressly notified to the Knowledge of any such matters being the Sellers, threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with any Seller and who provides services to the Pharmacy Business; (iii) no Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) no Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) no Seller will not incur any Liability to any employee or, to the Knowledge of Seller, or violate any applicable Laws respecting employment and employment practices as a result of this the Acquisition.

Employment and Labor Matters. (a) Other than the Business Employees listed on Schedule 2.14(a), there are no other 3.18 lists all employees of Seller whose who primarily perform services are engaged in the Business. (b) With with respect to the Business (the “Designated Employees, ”). Seller has complied at all times in all material respects with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) . Except as disclosed on Schedule 2.14(b)3.18, with respect to the BusinessDesignated Employees: (ia) except for routine government inquiries, examinations and inspections which Seller have no reason to believe are material, there are no charges, governmental audits, investigations, administrative proceedings or complaints complaints, grievances or actions concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters matter being threatened, before any federal, state or local agency or court and, to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iiib) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (ivc) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its such employees; and; (vd) none of such employees have filed any complaints against Seller or any officers or employees of Seller, initiated any Proceedings against Seller or been the subject to any disciplinary actions by Seller; (e) Seller will not incur any Liability to any such employee or, to the Knowledge of Seller, or violate any applicable Applicable Laws respecting employment and employment practices as a result of the transactions contemplated by this AcquisitionAgreement; (f) Seller has valid written documentation that each such employee is a U.S. resident or is authorized to work in the U.S. and has delivered such documentation to Buyer; and (g) except for obligations to Seller, to the Knowledge of Seller, no such employee is obligated under or bound by any agreement or instrument, or any judgment, decree, or order of any court of administrative agency, that (a) conflicts or may conflict with any agreement or obligation to use his commercially reasonable efforts to promote the interests of Buyer, or (b) restricts or may restrict the use or disclosure of any information that may be useful to Buyer.

Employment and Labor Matters. (a) Other than Schedule 2.13(a) sets forth a list of all current and former (within the last 12 months) full-time and part-time employees or consultants of BPC, broken down by location and which includes the name, title or position, years in service with BPC, salary, bonus and benefits information for each such person (the "Business Employees listed on Schedule 2.14(aEmployees"), there are no other employees of Seller whose services are engaged in the Business. (b) With respect to the Business Employees, Seller has complied at all times BPC is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986. (c) Except as disclosed on Schedule 2.14(b2.13(c), with respect to the Business:, (i) there are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Seller pendingBPC pending or, nor has Seller been expressly notified to the Knowledge of any such matters being threatenedthe Sellers, threatened before any federal, state or local agency or court that could reasonably be expected to have a material adverse effect on BPC's condition (financial or otherwise), Assets, Liabilities, business or operations , and, to the Knowledge of Sellerthe Sellers, no basis for any such matter exists; (ii) to the Knowledge of the Sellers, there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to BPC pending or threatened by any state professional board or agency charged with regulating the Businessprofessional activities of health care practitioners; (iii) Seller BPC is not a party to any union or collective bargaining agreement, and, to the Knowledge of the Sellers, no union attempts to organize its employees the Business Employees have been made, nor are any such attempts now threatened; (iv) Seller BPC has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employeesthe Business Employees; and (v) Seller BPC will not incur any Liability to any employee or, to the Knowledge of Seller, Business Employees or violate any applicable Laws laws respecting employment and employment practices as a result of this the Acquisition.

Employment and Labor Matters. (a) Other than Except as set forth in Schedule 3.15(a), to Seller’s knowledge, no employee of the Business Employees listed on Schedule 2.14(a), there are no other employees of Seller whose services are engaged in has notified either Company that he or she does not plan to continue employment with such Company after the BusinessClosing Date. (b) With Neither Company is a party to any collective bargaining agreement or similar agreement with any labor organization. Except as set forth in Schedule 3.15(b), (i) no union or other labor organization has been certified or recognized by either Company as representing any Business employee nor, to the knowledge of Seller or either Company, is any union or other labor organization seeking recognition for such purpose, (ii) to the knowledge of Seller or each Company, there has been no attempt by any other union or other labor organization to organize any of such Company’s employees at any time in the past two (2) years, and (iii) there has not been at any time in the past two (2) years any strike, lock-out, work slow-down, work stoppage, any other labor dispute involving a work interruption or other material labor trouble experienced or threatened with respect to the Business Employees, Seller Business. Each Company has complied at all times in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of obligations under the National Labor Relations Act, and as amended, Title VII of the employment of non-residents under the Immigration Reform and Control Civil Rights Act of 1986. (c) Except 1964, as disclosed on Schedule 2.14(b)amended, the Age Discrimination in Employment Act, as amended, and all other federal, state and local employment, labor or labor related Laws applicable to persons employed in connection with the Business, including, without limitation, those Laws relating to wages, hours, health and safety, payment of social security withholding and other Taxes, maintenance of workers’ compensation insurance, labor and employment relations and employment discrimination. With respect to this transaction, any notice required under applicable Law has been or prior to Closing will be given. Within the Business: past two (i2) there are no chargesyears, governmental auditsneither Company has implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, investigationsas amended, administrative proceedings or complaints concerning the employment practices of Seller pending, nor has Seller been expressly notified of any such matters being threatened, before any federalforeign, state or local agency law, regulation or court andordinance requiring notice based on any plant closing or layoff of employees (collectively, to the Knowledge of Seller, no basis for any such matter exists; (ii) there are no inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller is not a party to any union or collective bargaining agreement, no union attempts to organize its employees have been made, nor are any such attempts now threatened; (iv) Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and (v) Seller will not incur any Liability to any employee or, to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this Acquisition“WARN Act”).

Employment and Labor Matters. (a) Other than Schedule 2.9(a) sets forth a list of all (i) current full-time and part-time employees of Sellers or their respective Affiliates primarily working in the Business Employees listed on Schedule 2.14(aas of the Closing Date (or the closest practicable date thereto) (collectively, the “Employees”), there are no other including each such Employee’s job title, start date, and salary or hourly pay, bonuses, and incentive pay, and (ii) independent contractors of Sellers used primarily in the Business during the twelve (12) months preceding Effective Date (collectively, “Independent Contractors”), including each such Independent Contractor’s hourly rate for the 2020 calendar year. For the avoidance of doubt, “Employees” hereunder does not include employees of Seller whose services Sellers, or their Affiliates, who are engaged in being retained by Sellers (or their Affiliates) to work on the BusinessSpecified Excluded Contracts. (b) With respect to the Business Employees, Seller has complied at all times Sellers and their Affiliates are in compliance in all material respects with all applicable Laws respecting employment and employment practices, practices and terms and conditions of employment, including, but not limited to, collective bargaining, equal employment opportunity, non-discrimination, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 health in connection with their operation of the National Labor Relations Act, and the employment of non-residents under the Immigration Reform and Control Act of 1986Business. (c) Except as disclosed on Schedule 2.14(b), with respect to the Business:2.9(c): (i) there There are no (and have been no) charges, governmental audits, investigations, administrative proceedings or formal or informal complaints concerning the Sellers’ or their Affiliates’ employment practices pending or, to the Knowledge of Seller pendingSellers, nor has Seller been expressly notified of any such matters being threatened, threatened before any federalGovernmental Authority or court, state or local agency or court and, to the Knowledge of SellerSellers, no basis for any such matter exists, in each case in connection with the operation of the Business; (ii) there are no inquiries, investigations or monitoring No Seller nor any of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to the Business; (iii) Seller its Affiliates is not a party to any union or collective bargaining agreementagreement or any other agreement regarding the rates of pay or working conditions of any employees, and, to the Knowledge of Sellers, within the last three (3) years, no union attempts to organize its such employees have been made, nor and, to the Knowledge of Sellers, there are any no such attempts now currently threatened;, in each case in connection with the operation of the Business; and (iviii) No Seller has not nor any of its Affiliates has, within the last three (3) years, experienced any organized slowdown, work interruption, strike, or work stoppage by any its employees in connection with the operation of its employees; andthe Business. (vd) Seller will not incur any Liability to any employee There are no pending or, to the Knowledge of SellerSellers, violate threatened unfair labor practices claims; equal employment opportunity claims; human rights or civil rights complaints; wage and hour claims; unemployment compensation claims; United States Department of Labor Occupational Safety and Health Administration citations and notifications of penalty, final orders, settlement agreements or violations; workers’ compensation claims or any applicable Laws respecting similar claims, in each case involving the Business. (e) Notwithstanding anything to the contrary herein, the representations and warranties in this Section 2.9 are the sole and exclusive representations and warranties concerning employment and employment practices as a result of this Acquisitionlabor matters (other than employee benefits matters, which are covered by Section 2.10).

Employment and Labor Matters. (a) Other than the Business Employees listed on Schedule 2.14(a), there are no other 2.12(a) sets forth a list of full-time and part-time employees of Seller whose services Sellers who are engaged in the operation of the Business. Sellers have provided Purchasers a true and accurate list of each such employee’s salary and benefit information. (b) With Except as set forth on Schedule 2.12(b) hereto, in respect to of the Business EmployeesBusiness, each Seller has complied at all times is in all material respects compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Relations Actwithout limitation, and the employment of non-residents under ERISA, the Immigration Reform and Control Act of 1986, the National Labor Relations Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Dxxxx-Xxxxx Act, the Wxxxx-Xxxxx Act, the Service Contract Act, Executive Order 11246, the Fair Labor Standards Act and the Rehabilitation Act of 1973 and all regulations under such acts (collectively, the “Labor Laws”), and no Seller is liable for any liabilities, judgments, decrees, orders, arrearage of wages or Taxes, fines or penalties for failure to comply with any of the Labor Laws. (c) Except as disclosed on Schedule 2.14(b2.12(c), with respect to the Business: (i) there There are no (and have been no) charges, governmental audits, investigations, administrative proceedings or complaints concerning the any Seller’s employment practices pending or, to the knowledge of Seller pendingSellers, nor has Seller been expressly notified of any such matters being threatened, threatened before any federalRegulatory Authority or court, state or local agency or court and, to the Knowledge knowledge of SellerSellers, no basis for any such matter exists; (ii) To the knowledge of Sellers, there are no (and have been no) inquiries, investigations or monitoring of activities pending, nor has Seller been expressly notified of any such matters being threatened by any state professional board or agency charged with regulating the professional activities of any licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Seller and who provides services to Sellers pending or threatened by any state professional board or agency charged with regulating the Businessprofessional activities of health care practitioners; (iii) No Seller is not a party to any union or collective bargaining agreementagreement or any other agreement regarding the rates of pay or working conditions of any employees of such Seller, and, to the knowledge of Sellers, no union attempts to organize its the employees of any Seller have been made, nor and, to the knowledge of Sellers, there are any no such attempts now threatened;; and (iv) No Seller has not experienced any organized slowdown, work interruption, strike, or work stoppage by any of its employees; and. (vd) Seller will Sellers have not incur effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any Liability site of employment or one or more facilities or operating units within any site of employment or facility of Sellers; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of Sellers; and Sellers have not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any employee or, similar Law. None of Sellers’ employees has suffered an “employment loss” (as defined in the WARN Act) more recently than six months prior to the Knowledge of Seller, violate any applicable Laws respecting employment and employment practices as a result of this AcquisitionClosing Date.