Common use of Employment and Labor Relations Clause in Contracts

Employment and Labor Relations. With respect to the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases: (a) Since January 1, 2008, Seller and its Affiliates have complied in all respects with all Applicable Laws, and all agreements and contracts relating to employment, employment practices, immigration, wages, hours and terms and conditions of employment with respect to the Business Employees, including, but not limited to, employee compensation matters, and have correctly classified Business Employees as exempt employees, non-exempt employees or non-employees or other relevant categories under the Fair Labor Standards Act, the Code and other Applicable Laws except, in each case, for any such matters that would not reasonably be expected to be a material Liability of the Business or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliates. (b) Seller and its Affiliates are not party to any collective bargaining agreements with respect to the Business Employees with any labor organization, group or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreement, there are no efforts by organized labor or its representatives pending or, to Seller’s Knowledge, threatened against Seller or its Affiliates to unionize any Business Employees. (c) Since January 1, 2008, there have been and there are no (i) strikes, work stoppages, material work slowdowns or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations Board, grievances, complaints, claims or judicial or administrative proceedings (including any in which a former employee seeks or might be awarded reinstatement to employment in the Business), in each case, which are material and are pending or, to Seller’s Knowledge, threatened by or on behalf of any Business Employees. (d) Except as set forth on Schedule 3.19(d), Seller and its Affiliates have, or have caused to be, timely paid, in full to all employees all salary, wages, and commissions for all services performed by them.

Employment and Labor Relations. With respect (1) Except as disclosed in Section 4.12(a) of the Company's Disclosure Schedule or in the Company SEC Documents filed with the SEC prior to the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leasesdate hereof: (aA) Since January 1, 2008, Seller none of Company and its Affiliates have complied in all respects with all Applicable Laws, and all agreements and contracts relating to employment, employment practices, immigration, wages, hours and terms and conditions of employment with respect to the Business Employees, including, but not limited to, employee compensation matters, and have correctly classified Business Employees as exempt employees, non-exempt employees or non-employees or other relevant categories under the Fair Labor Standards Act, the Code and other Applicable Laws except, in each case, for any such matters that would not reasonably be expected to be Subsidiaries is a material Liability of the Business or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliates. (b) Seller and its Affiliates are not party to any collective bargaining agreements with respect to the Business Employees agreement or other labor agreement with any union or labor organization, group and no union or association, nor labor organization has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with been recognized by any labor organization, group or association with respect to the Business Employees. As of the date Company and its Subsidiaries as a bargaining representative for employees of this Agreement, there are no efforts by organized labor or any of the Company and its representatives pending or, to Seller’s Knowledge, threatened against Seller or its Affiliates to unionize any Business Employees.Subsidiaries; (cB) Since January 1, 2008, there have been and there are is no (i) strikes, work stoppages, material work slowdowns representation claim or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges petition pending before the National Labor Relations BoardBoard respecting the employees of any of the Company and its Subsidiaries, grievances, complaints, claims nor does Company have any knowledge of any significant activity or judicial proceeding of any labor organization (or administrative proceedings representative thereof) or employee group to organize any such employees; (including C) there is no unfair labor practice charge or complaint against any in which a former employee seeks or might be awarded reinstatement to employment in of the Business), in each case, which are material Company and are its Subsidiaries pending or, to Seller’s Knowledgethe knowledge of the representing party, threatened before the National Labor Relations Board or any similar Governmental Body; (D) there has not occurred nor has there been threatened since January 31, 1994, a labor strike, labor dispute, request for representation, work stoppage, work slowdown or lockout of or by or on behalf employees of any Business Employees.of the Company and its Subsidiaries; (dE) Except as set forth on Schedule 3.19(dno grievance or arbitration proceeding arising out of any collective bargaining agreement to which any of the Company and its Subsidiaries is a party is pending; (F) no charge with respect to or relating to any of the Company and its Subsidiaries is pending before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of unlawful employment practices; (G) no claim relating to employment or loss of employment with any of the Company and its Subsidiaries is pending in any federal, state or local court or in any other adjudicatory body and, to the knowledge of the representing party, no such claim against any of the Company and its Subsidiaries has been threatened; (H) none of the Company and its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Regulations to conduct an investigation of or relating to any of the Company and its Subsidiaries, and no such investigation is in progress; (I) since the enactment of the Worker Adjustment and Retraining Notification Act of 0000 (xxx "XXXX Xxx"), Seller xxxx of the Company and its Affiliates have, Subsidiaries has effectuated (1) a "plant closing" (as defined in the WARN Act) affecting any site of employment or have caused one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries or (2) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; and none of the Company and its Subsidiaries has been affected by any transaction or engaged in layoffs or employment terminations sufficient in any number to be, timely paid, in full to all employees all salary, wages, and commissions for all services performed by them.trigger application of any similar Regulation;

Employment and Labor Relations. With (a) Schedule 3.19(a) sets forth, to the extent permitted by Law, with respect to each Business Employee, a true, correct and complete schedule (the Business“Business Employee List”) indicating (i) whether such Business Employee has full-time, part-time, or temporary status, (ii) the Transferred Facilities location at which the Business Employee works, (iii) name and job title, (iv) hourly rate of pay or base annual salary, as applicable, (v) target cash bonus opportunities for the facilities leased pursuant current year, (vi) service date used for crediting length of service for purpose of the Seller Plans, and (vii) which of such Business Employees are on leave of absence and which of such Business Employees are eligible to return to work under Seller’s or its applicable Affiliates’ policies, and specifying the Transferred Leases:type of leave of absence and anticipated return date from such leave of absence. (ab) Since January 1, 20082012, Seller and its Affiliates have complied in all material respects with all Applicable Laws, and all agreements and contracts Contracts relating to employment, employment practices, immigration, wages, hours and terms and conditions of employment with respect to the Business Employees, including, but not limited to, including employee compensation matters, and have correctly classified Business Employees as exempt employees, non-exempt employees or non-non- employees or other relevant categories under the Fair Labor Standards Act, the Code Code, other Laws and all Seller Plans. No employment loss, layoff, or other Applicable Laws exceptsimilar event has occurred within the past three years that, in each casewhen aggregated with other such events, for any such matters that would not reasonably be expected to be a material Liability trigger the notice or damages provisions of the Business WARN ACT with respect to Seller or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct any of the Seller and its Affiliates. (bc) Except as set forth in Schedule 3.19(c), neither Seller and nor any of its Affiliates are not (i) is party to any collective bargaining labor agreements with respect to the Business Employees with any labor organization, group or association, nor or (ii) has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreement, there There are no efforts by organized labor or its representatives pending or, to Seller’s Knowledge, threatened against Seller or its Affiliates to unionize any non-union Business Employees. (cd) Since January 1, 20082012, there have been and there are no (i) strikes, work stoppages, material work slowdowns slowdowns, lockouts or lockouts in effect or other organized labor disruptions pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities Business or the facilities leased pursuant to the Transferred Leases Facilities or (ii) material unfair labor practice charges pending before the National Labor Relations Boardcharges, grievances, complaints, claims or judicial or administrative proceedings (including any in which a former employee seeks or might be awarded reinstatement to employment in the Business)pending, in each case, which are material and are pending or, to Seller’s Knowledge, threatened by or on behalf of any Business EmployeesEmployees or any other employees or service providers of Seller or any Seller Affiliate, and, to Seller’s Knowledge, no facts or events exist or occurred which could reasonably be expected to form the basis for any such claims. (de) Except as set forth on Schedule 3.19(d), Seller and its Affiliates have, or have caused to be, timely paid, in full to all employees Business Employees, or with respect to amounts not yet due, made appropriate accruals for on its books of account, all salary, wages, commissions, bonuses and commissions other compensation or benefits for all services performed by them.

Employment and Labor Relations. With respect There is (i) no unfair labor practice complaint pending or, to the Businessknowledge of the Borrower, threatened against the Transferred Facilities Borrower or any of its Restricted Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against the facilities leased pursuant Borrower or any of its Restricted Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Credit Party that could reasonably be expected to result in a material liability, or (iii) except as set forth on Schedule 8.18 to the Transferred Leases: (a) Since January 1Disclosure Letter to the knowledge of the Borrower, 2008after due inquiry, Seller and its Affiliates have complied in all respects with all Applicable Lawsas of the Effective Date, and all agreements and contracts relating to employment, employment practices, immigration, wages, hours and terms and conditions of employment no union representation question existing with respect to the Business Employees, including, but not limited to, employee compensation matters, employees of any Credit Party or any of its Subsidiaries and have correctly classified Business Employees as exempt employees, non-exempt employees or non-employees or other relevant categories under the Fair Labor Standards Act, the Code and other Applicable Laws except, in each case, for any such matters that would not reasonably be expected to be a material Liability of the Business or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliates. (b) Seller and its Affiliates are not party to any collective bargaining agreements no union organizing activity taking place with respect to the Business Employees with any labor organization, group or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date employees of this Agreement, there are no efforts by organized labor any Credit Party. No Credit Party has incurred any liability or its representatives pending or, to Seller’s Knowledge, threatened against Seller obligation under the Worker Adjustment and Retraining Notification Act or its Affiliates to unionize any Business Employees. (c) Since January 1, 2008, there have been and there are no (i) strikes, work stoppages, material work slowdowns or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations Board, grievances, complaints, claims or judicial or administrative proceedings (including any in which a former employee seeks or might be awarded reinstatement to employment in the Business), in each casesimilar state law, which are material and are pending or, to Seller’s Knowledge, threatened by remains unpaid or on behalf of any Business Employees. (d) unsatisfied. Except as set forth on Schedule 3.19(d)8.18 to the Disclosure Letter, Seller the hours worked and payments made to employees of the Borrower or any of its Affiliates haveRestricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Restricted Subsidiaries on account of wages and employee health and welfare insurance and other benefits have caused been paid or accrued as a liability on the books of the Borrower or any of its Restricted Subsidiaries, except where the failure to bedo so could not, timely paidindividually or in the aggregate, reasonably be expected to result in full to all employees all salary, wages, and commissions for all services performed by thema Material Adverse Effect.

Employment and Labor Relations. With respect to the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases: (a) Since January 1The employment agreement of each Business Employee is valid, 2008binding and enforceable. (b) As of the Put Date there is no and, since the Lookback Date, there has not been any material labor strike, dispute, slowdown, stoppage, lockout or unfair labor practice charge actually pending or, to the Knowledge of Seller and its Affiliates have complied in all respects with all Applicable LawsParent, and all agreements and contracts relating to employment, employment practices, immigration, wages, hours and terms and conditions of employment with threatened affecting the Business or that involves any Business Employees or any Acquired Company. With respect to the Business Employees, including(a) Seller Parent and its Subsidiaries are and have, but not limited tosince the Lookback Date, employee compensation mattersbeen in compliance in all material respects with the terms of all Collective Bargaining Agreements and all applicable Orders and Laws relating to labor, employment and employment practices, including as relates to terms and conditions of employment, wages, hours of work, calculation of holidays, leaves, mandatory hiring, recourse to fixed-term employment agreements and staff-leasing agreements, severance payments and occupational safety and health, and (b) to the Knowledge of Seller Parent, there are no investigations by any Governmental Entity with respect to any labor or employment practices of Seller Parent and its Subsidiaries. With respect to each Business Employee, the Acquired Companies (i) have correctly classified Business Employees as exempt employeesmade timely payment in all material respects of wages, non-exempt employees severance pay or non-employees any Taxes or any penalty for failure to comply with any of the foregoing, and (ii) are not liable for any material failure to make timely payment to any trust or other relevant categories under the Fair Labor Standards Actfund governed by or maintained by or on behalf of any Governmental Entity, the Code and with respect to unemployment compensation benefits, social security or other Applicable Laws except, benefits or obligations for employees (in each case, for other than routine payments to be made in the normal course of business and consistent with past practice). There are no controversies pending, or to the Knowledge of Seller Parent, threatened or reasonably anticipated between the Acquired Companies and any such matters of its respective current or former service providers that would not be reasonably be expected to be result in a material Liability Action (other than routine claims in the Ordinary Course of the Business or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliates. (b) Seller and its Affiliates are not party to any collective bargaining agreements with respect to the Business Employees with any labor organization, group or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreement, there are no efforts by organized labor or its representatives pending or, to Seller’s Knowledge, threatened against Seller or its Affiliates to unionize any Business EmployeesBusiness). (c) Since January 1, 2008Except as disclosed in Section 2.15(c)(i) of the Seller Parent Disclosure Letter, there have been and there are is no (i) strikesmaterial collective bargaining agreement, work stoppages, material work slowdowns works council or lockouts in effect other labor union contract or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations Board, grievances, complaints, claims or judicial or administrative proceedings labor-related agreement (including territorial and company-level collective bargaining agreement) or arrangement with any labor union, works council or other similar organization (“Collective Bargaining Agreement”) pertaining to or covering any Business Employees, and no Business Employee is represented by any labor union, works council or other labor-related organization in which a former employee seeks connection with their employment with Seller Parent or might be awarded reinstatement to employment in its Subsidiaries. To the Business)Knowledge of Seller Parent, in each case, which are material and are pending or, to Seller’s Knowledge, no demand for recognition as the bargaining representative of any Business Employee has been made or threatened by or on behalf of any labor union, works council or similar organization or by any group of employees, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with any labor relations tribunal or authority with respect to, any Business EmployeesEmployee. True and complete copies of all of the Collective Bargaining Agreements have been made available by Seller Parent to Buyer Parent prior to the Put Date and no amendments or other modifications thereto have been entered into since the Put Date and prior to the Signing Date or are pending. (d) Except as set forth on Schedule 3.19(dThere are no collective dismissal procedures or welfare state programs of any kind or lay-off procedures or subsidized employment procedures or other redundancy procedures in force with respect to any Business Employee. (e) None of the Business Employees are entitled to any rights or payments in addition to those actually granted or paid to such Business Employees (or for the benefit of such Business Employees). (f) The determination and selection of the Business Employees have been made in accordance with all applicable Laws, Seller and its Affiliates haveincluding the Transfer Regulations. (g) Since the Lookback Date, no accident at work nor related illness has caused death, serious illness or injury, permanent disability or inability, or retirement to any of the Business Employees. Since the Lookback Date, there have caused been no (and there are no) material Actions pending or, to bethe Knowledge of Seller Parent, timely paidthreatened against Seller Parent or any of its Subsidiaries by any Business Employee or any Governmental Entity pertaining to employment or social security matters or occupational accident or illness matters. (h) No Change-in-Control Payment will be due or payable to any Business Employee as a result of the Transactions, in full to all employees all salaryother than Change-in-Control Payments that are entered into following the Put Date at the written request, wagesor with the prior written consent, of Buyer Parent, and commissions for all services performed by themany one-time bonus payment to Business Employees as permitted under Section 4.01(b)(ii) of this Agreement.

Employment and Labor Relations. With respect No Acquired Entity is a party to, subject to or bound by, any collective bargaining or other agreement with a labor organization. There is no pending or, to the BusinessKnowledge of any Acquired Entity, the Transferred Facilities threatened organizing effort or the facilities leased pursuant demand for recognition or certification or attempt to organize any of its employees or former employees. There has not been, nor, to the Transferred Leases: Knowledge of each Acquired Entity, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted job action or other similar labor activity or dispute by any employee of any Acquired Entity affecting any Acquired Entity. Except as set forth in Schedule 3.24, (a) Since January 1each person or entity classified by any Acquired Entity as an “independent contractor,” consultant, 2008volunteer, Seller subcontractor, “temp,” leased employee, or other contingent worker is properly classified under all governing Laws, and its Affiliates the Acquired Entities have fully and accurately reported all payments to all independent contractors and other contingent workers on IRS Forms 1099 or as otherwise required by applicable Laws, (b) each employee classified as “exempt” from overtime under the FLSA or any applicable state Laws governing wages, hours and overtime pay has been properly classified as such, and the Acquired Entities have not incurred any Liabilities under the FLSA or any state wage and hour laws, (c) each employee classified as “non-exempt” under the FLSA or any applicable state laws governing wages, hours and overtime pay has been properly classified as such, and has been paid overtime wages consistent with applicable Law, (d) within the past three (3) years, the Acquired Entities have complied in all respects with all Applicable the WARN Act and any equivalent state or local Laws regarding the termination or layoff of employees, and has not incurred any Liability or obligation under such Laws, and (e) the Acquired Entities are in compliance with all agreements and contracts applicable Laws relating to labor and employment, including but not limited to all Laws relating to employment practices, the hiring, promotion, assignment, and termination of employees, discrimination, equal employment opportunities, disability, labor relations, wages and hours, hours of work, payment of wages, immigration, wages, hours and terms and conditions of employment with respect to the Business Employees, including, but not limited toworkers’ compensation, employee compensation mattersbenefits, background and credit checks, working conditions, occupational safety and health, family and medical leave, employee terminations, background checks, data privacy, and have correctly classified Business Employees as exempt employeesdata protection, non-exempt employees or non-employees or other relevant categories under the Fair Labor Standards Act, the Code and other Applicable Laws except, in each case, for any such matters that would not reasonably be expected to be a material Liability of the Business or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliates. (bf) Seller and its Affiliates are not party to any collective bargaining agreements with respect to the Business Employees with any labor organization, group or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreement, there are no efforts by organized labor or its representatives Claims or, to the Knowledge of the Acquired Entities, investigations pending or, to Seller’s Knowledgethe Knowledge of the Acquired Entities, threatened threatened, against Seller or its Affiliates to unionize any Business Employees. (c) Since January 1, 2008, there have been and there are no (i) strikes, work stoppages, material work slowdowns or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations Board, grievances, complaints, claims or judicial or administrative proceedings (including any in which a former employee seeks or might be awarded reinstatement to employment in the Business), in each case, which are material and are pending or, to Seller’s Knowledge, threatened Acquired Entity brought by or on behalf of any Business Employees. (d) Except as set forth on Schedule 3.19(d)applicant for employment, Seller and its Affiliates haveany current or former employee, representative, agents, consultant, independent contractor, subcontractor, or have caused leased employee, volunteer, “temp,” person alleging to bebe a current or former employee, timely paidor any group or class of the foregoing, or any Governmental Authority, in full each case in connection with his or her affiliation with, or the performance of his or her duties to, the Acquired Entities, alleging violation of any labor or employment Laws, breach of any labor agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship, nor, to the Knowledge of the Acquired Entities, have any events occurred which could reasonably be expected to give rise to, or serve as a basis for, any such Claim or investigation, (g) no Acquired Entity is, nor since January 1, 2019 has any Acquired Entity been, a party to or otherwise bound by any citation by any Governmental Authority relating to employees or employment practices, (h) each of the employees of the Acquired Entities have all employees all salarywork permits, wagesimmigration permits, visas, or other authorizations required by Law for such employee given the duties and nature of such employee’s employment, and commissions for all services performed by them(i) no individual has been improperly excluded from, or wrongly denied benefits under, any Benefit Plan.

Employment and Labor Relations. With respect Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice or has violated any applicable labor law that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. There is (i) no unfair labor practice or labor law violation complaint pending against Holdings or any of its Subsidiaries or, to the Businessknowledge of Holdings or any other Borrower, threatened against any of them, before the Transferred Facilities National Labor Relations Board or other Governmental Authority, and no grievance, arbitration or other proceeding arising out of or under any collective bargaining agreement (including the facilities leased pursuant Collective Bargaining Agreements) or any other similar collective agreement with any type of employees’ representative is so pending against Holdings or any of its Subsidiaries or, to the Transferred Leases: knowledge of Holdings or any other Borrower, threatened against any of them, (aii) Since January 1no strike, 2008labor dispute, Seller slowdown or stoppage pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the other Borrowers, threatened against Holdings or any of its Affiliates have complied in all respects with all Applicable LawsSubsidiaries, and all agreements and contracts relating to employment, employment practices, immigration, wages, hours and terms and conditions of employment (iii) no union representation question exists with respect to the Business Employeesemployees of Holdings or any of its Subsidiaries, including, but not limited to, employee compensation matters, and have correctly classified Business Employees as exempt employees, non-exempt employees or non-employees (iv) no equal employment opportunity charge or other relevant categories under claim of employment discrimination pending or, to the knowledge Holdings or any other Borrower, threatened against Holdings or any of its Subsidiaries, (v) to the knowledge of Holdings or any of its Subsidiaries, no threatened or pending organizing activity or union, works council or any other type of employees’ representatives elections and (vi) no wage and hour department investigation that has been made of Holdings or any of its Subsidiaries and no violation of the Fair Labor Standards ActAct or any other applicable federal, state or foreign law dealing with the Code hours worked by and other Applicable Laws exceptpayments made to employees of Holdings or any of its Subsidiaries, except (with respect to any matter specified in each caseclauses (i) – (vi) above, for any either individually or in the aggregate) such matters that would as could not reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the other Borrowers, except as could not, either individually or in the aggregate, reasonably be a material Liability expected to have an Material Adverse Effect, the consummation of the Business or Buyer and its Affiliates following the Effective Time, or could Transaction will not give rise to such Liability if Buyer and its Affiliates continued a right of termination or right of renegotiation on the policiespart of any union, practices and conduct works council or any other type of the Seller and its Affiliates. (b) Seller and its Affiliates are not party to employees’ representatives under any collective bargaining agreements with respect to the Business Employees with any labor organization, group or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreement, there are no efforts by organized labor or its representatives pending or, to Seller’s Knowledge, threatened against Seller or its Affiliates to unionize any Business Employees. (c) Since January 1, 2008, there have been and there are no (i) strikes, work stoppages, material work slowdowns or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations Board, grievances, complaints, claims or judicial or administrative proceedings (including any in Collective Bargaining Agreement) to which Holdings or any of its Subsidiaries (or any predecessor) is currently a former employee seeks party or might be awarded reinstatement to employment in the Business)by which Holdings or any of its Subsidiaries (or any predecessor) is currently bound, in each case, which are material and are pending or, to Seller’s Knowledge, threatened unless otherwise expressly provided by or on behalf of any Business Employeesapplicable laws. (d) Except as set forth on Schedule 3.19(d), Seller and its Affiliates have, or have caused to be, timely paid, in full to all employees all salary, wages, and commissions for all services performed by them.

Employment and Labor Relations. With respect to the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases: (a) Since January 1, 2008, Seller Each Thin Crust and its Affiliates have complied each Thin Crust Subsidiary (i) is in compliance in all material respects with all Applicable applicable Laws, and all collective bargaining agreements and contracts arrangements, Orders and binding customs respecting labor and employment, including Laws relating to employment, fair employment practices, immigration, wages, hours and terms and conditions of employment employment, discrimination, disability, fair labor standards, workers compensation, wrongful discharge, immigration, occupational safety and health, family and medical leave, wages and hours (including overtime wages), worker classification, equal opportunity, pay equity, meal and rest periods, and employee terminations, and (ii) with respect to the Business Employees, including, but not limited to, employee compensation matters, their respective employees (A) has withheld and have correctly classified Business Employees as exempt employees, non-exempt employees reported and remitted all amounts required by Law or non-employees or other relevant categories under the Fair Labor Standards Act, the Code and other Applicable Laws except, in each case, for any such matters that would not reasonably be expected by agreement to be a material Liability of the Business or Buyer withheld and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer reported and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliates. (b) Seller and its Affiliates are not party to any collective bargaining agreements remitted with respect to the Business Employees wages, salaries and other payments to employees, (B) is not liable for any arrears of wages, severance pay or any Taxes or any penalty for failure to comply with any labor organization, group or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreementforegoing, there are no efforts and (C) is not liable for any payment to any trust or other fund governed by organized labor or its representatives pending or, to Seller’s Knowledge, threatened against Seller or its Affiliates to unionize any Business Employees. (c) Since January 1, 2008, there have been and there are no (i) strikes, work stoppages, material work slowdowns or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations Board, grievances, complaints, claims or judicial or administrative proceedings (including any in which a former employee seeks or might be awarded reinstatement to employment in the Business), in each case, which are material and are pending or, to Seller’s Knowledge, threatened maintained by or on behalf of any Business EmployeesGovernmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). (db) There are no actions, suits, claims or administrative matters pending or, to the knowledge of Thin Crust, threatened against Thin Crust or any Thin Crust Subsidiary with respect to any of their respective employees or threatened against any of their respective employees. There are no pending or, to the knowledge of the Thin Crust, threatened claims or actions against Thin Crust, any Thin Crust Subsidiary or any trustee under any worker’s compensation policy. Neither Thin Crust nor any Thin Crust Subsidiary is party to or bound by any conciliation agreement, consent decree or other agreement or Order with any Governmental Entity with respect to employment practices. The services provided by Thin Crust’s and each Thin Crust Subsidiary’s employees are terminable at will and, except as set forth in Schedule 4.11(b), without liability to Thin Crust or any Thin Crust Subsidiary. Each Person providing services to Thin Crust or any Thin Crust Subsidiary has been properly classified as an independent contractor or employee for all purposes, and neither Thin Crust nor any Thin Crust Subsidiary has any direct or indirect liability with respect to any misclassification of any such Person, or with respect to any employee leased from another employer or any employee currently or formerly classified as exempt from overtime wages. (c) Except as set forth on in Schedule 3.19(d4.11(c), Seller (a) neither Thin Crust nor any Thin Crust Subsidiary is a party to any collective bargaining agreement or similar agreement, (b) there are no unfair labor practice complaints pending against Thin Crust or any Thin Crust Subsidiary or threatened in writing against any of them before the National Labor Relations Board and its Affiliates have(c) no strike, labor dispute, slowdown or have caused stoppage is pending or, to bethe knowledge of Thin Crust, timely paid, in full to all employees all salary, wages, and commissions for all services performed by themthreatened against Thin Crust or any Thin Crust Subsidiary.

Employment and Labor Relations. With respect No Acquired Entity is a party to, subject to or bound by, any collective bargaining or other agreement with a labor organization. There is no pending or, to the BusinessKnowledge of any Acquired Entity, the Transferred Facilities threatened, nor has there been since January 1, 2019 any, organizing effort or the facilities leased pursuant demand for recognition or certification or attempt to the Transferred Leases: (a) organize any of its employees or former employees. Since January 1, 20082019, Seller there has not been, nor, to the Knowledge of each Acquired Entity, has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted job action or other similar labor activity or dispute by any employee of any Acquired Entity affecting any Acquired Entity. Except as set forth in Schedule 3.24, (a) since January 1, 2019, each person or entity classified by any Acquired Entity as an “independent contractor,” consultant, volunteer, subcontractor, “temp,” leased employee, or other contingent worker is properly classified under all governing Laws, and its Affiliates the Acquired Entities have fully and accurately reported all payments to all independent contractors and other contingent workers on IRS Forms 1099 or as otherwise required by applicable Laws, (b) since January 1, 2019, each employee classified as “exempt” from overtime under the FLSA or any applicable state Laws governing wages, hours and overtime pay has been properly classified as such, and the Acquired Entities have not incurred any Liabilities under the FLSA or any state wage and hour laws, (c) since January 1, 2019, each employee classified as “non-exempt” under the FLSA or any applicable state laws governing wages, hours and overtime pay has been properly classified as such, and has been paid overtime wages consistent with applicable Law, (d) within the past three (3) years, the Acquired Entities have complied in all respects with all Applicable the WARN Act and any equivalent state or local Laws regarding the termination or layoff of employees, and has not incurred any Liability or obligation under such Laws, and (e) the Acquired Entities are in compliance with all agreements and contracts applicable Laws relating to labor and employment, including but not limited to all Laws relating to employment practices, the hiring, promotion, assignment, and termination of employees, discrimination, equal employment opportunities, disability, labor relations, wages and hours, hours of work, payment of wages, immigration, wages, hours and terms and conditions of employment with respect to the Business Employees, including, but not limited toworkers’ compensation, employee compensation mattersbenefits, background and credit checks, working conditions, occupational safety and health, family and medical leave, employee terminations, background checks, data privacy, and have correctly classified Business Employees as exempt employeesdata protection, non-exempt employees or non-employees or other relevant categories under the Fair Labor Standards Act, the Code and other Applicable Laws except, in each case, for any such matters that would not reasonably be expected to be a material Liability of the Business or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliates. (bf) Seller and its Affiliates are not party to any collective bargaining agreements with respect to the Business Employees with any labor organization, group or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreement, there are no efforts by organized labor or its representatives Claims or, to the Knowledge of the Acquired Entities, investigations pending or, to Seller’s Knowledgethe Knowledge of the Acquired Entities, threatened threatened, against Seller or its Affiliates to unionize any Business Employees. (c) Since January 1, 2008, there have been and there are no (i) strikes, work stoppages, material work slowdowns or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations Board, grievances, complaints, claims or judicial or administrative proceedings (including any in which a former employee seeks or might be awarded reinstatement to employment in the Business), in each case, which are material and are pending or, to Seller’s Knowledge, threatened Acquired Entity brought by or on behalf of any Business Employees. (d) Except as set forth on Schedule 3.19(d)applicant for employment, Seller and its Affiliates haveany current or former employee, representative, agents, consultant, independent contractor, subcontractor, or have caused leased employee, volunteer, “temp,” person alleging to bebe a current or former employee, timely paidor any group or class of the foregoing, or any Governmental Authority, in full each case in connection with his or her affiliation with, or the performance of his or her duties to, the Acquired Entities, alleging violation of any labor or employment Laws, breach of any labor agreement, breach of any express or implied contract of employment, wrongful termination of employment, or any other discriminatory, wrongful, or tortious conduct in connection with the employment relationship, nor, to the Knowledge of the Acquired Entities, have any events occurred which could reasonably be expected to give rise to, or serve as a basis for, any such Claim or investigation, (g) no Acquired Entity is, nor since January 1, 2019 has any Acquired Entity been, a party to or otherwise bound by any citation by any Governmental Authority relating to employees or employment practices, (h) each of the employees of the Acquired Entities have all employees all salarywork permits, wagesimmigration permits, visas, or other authorizations required by Law for such employee given the duties and nature of such employee’s employment, and commissions for all services performed by them(i) no individual has been improperly excluded from, or wrongly denied benefits under, any Benefit Plan.

Employment and Labor Relations. With respect to the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases: (a) Since January 1, 2008, Seller Schedule 4.14(a) sets forth (i) a complete and accurate list as of the date that is within five (5) business days of the date of this Agreement of all of the employees of the Company and its Affiliates have complied in Subsidiaries, describing or identifying for all respects with all Applicable Lawsemployees their names, employee identification numbers, employing entity, position titles, annual salaries (or base hourly wage rates), target cash incentive compensation opportunity, bonuses, other compensation, assigned work location, leave of absence status, overtime and minimum wage exemption classification, full-time, part-time, temporary or seasonal employee status, and all agreements employee or independent contractor / non-employee classification, Company service date and contracts relating annual equity target incentive value or share award. All data not specifically listed, but reasonably necessary for Buyer to employmentprovide benefits, employment practicespayroll, immigrationor any other employee-related service to Company employees will be timely provided to Buyer, wages, hours and terms and conditions of employment with respect to the Business Employees, including, but not limited to, employee compensation matters, and have correctly classified Business Employees as exempt employees, non-exempt employees or non-employees or other relevant categories under the Fair Labor Standards Act, the Code and other Applicable Laws except, in each case, for any such matters that would not reasonably be expected to be a material Liability of the Business or Buyer and its Affiliates following the Effective Time, or could give rise to such Liability if Buyer and its Affiliates continued the policies, practices and conduct of the Seller and its Affiliatesextent permitted by Law. (b) Seller The Company and its Affiliates are Subsidiaries is and has not party to at any time been bound by any collective bargaining agreements or similar agreement with respect to the Business Employees with any its employees. There is no labor organizationstrike, group work stoppage, picketing, lockout, walkout or association, nor has voluntarily recognized, is negotiating a collective bargaining agreement with or has agreed to negotiate a collective bargaining agreement with any labor organization, group or association with respect to the Business Employees. As of the date of this Agreement, there are no efforts by other organized labor or its representatives work interruption pending or, to Seller’s Knowledgethe knowledge of the Company, threatened against Seller the Company or its Affiliates Subsidiaries, and no such entity has experienced any such labor strike, work stoppage, picketing, lockout, walkout or other organized work interruption during the past three (3) years. There are no labor unions or other organizations representing, purporting to unionize represent and, to the knowledge of the Company, no union organization campaign is in progress with respect to, any Business Employees. (c) Since January 1, 2008, there have been employees of the Company and there its Subsidiaries. There are no (i) strikes, work stoppages, material work slowdowns or lockouts in effect or pending or, to Seller’s Knowledge, threatened against or involving the Business, the Transferred Facilities or the facilities leased pursuant to the Transferred Leases or (ii) material unfair labor practice charges pending before the National Labor Relations BoardBoard or any other Governmental Authority, or (ii) material grievances, complaints, claims or judicial or administrative proceedings (including any in which a former employee seeks or might be awarded reinstatement to employment in the Business)proceedings, in each case, which are material and are pending or, to Seller’s Knowledgethe knowledge of the Company, threatened by or on behalf of any Business Employeesemployees. The Company and its Subsidiaries are in compliance in all material respects with all applicable laws, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters. The Company and its Subsidiaries are not a party to, or otherwise bound by, any consent decree with, or citation any Governmental Authority relating to employees or employment practices. The Company and its Subsidiaries have properly classified all of their service providers as employed or self-employed, employees or independent contractors and as exempt or non-exempt for all purposes. During the three (3) years prior to the date of this Agreement, the Company and its Subsidiaries have not engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local statute, rule or regulation) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any such entity. (c) The Company and its Subsidiaries have paid in full to all of its employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. There is no claim with respect to payment of wages, salary or overtime pay that has been asserted or is now pending or, to the knowledge of the Company, threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company or its Subsidiaries. (d) Except as set forth on Schedule 3.19(d)There are no material liabilities, Seller whether contingent or absolute, of the Company or its Subsidiaries relating to workers’ compensation benefits that are not fully insured against by a bona fide third-party insurance carrier. With respect to each Company Benefit Plan and its Affiliates havewith respect to each state workers’ compensation arrangement that is funded wholly or partially through an insurance policy or public or private fund, all premiums required to have been paid to date under such insurance policy or fund have caused to be, timely paid, in full to all employees all salary, wages, and commissions for all services performed by thembeen.