Common use of Employment and Labour Matters Clause in Contracts

Employment and Labour Matters. (a) Neither the Company nor any Company Subsidiary is party to any collective agreements or similar labour agreements (excluding personal services contracts). (b) (i) No employees of the Company or any of the Company Subsidiaries are represented by any labour organization; (ii) no labour organization or group of employees of the Company or any of the Company Subsidiaries has made a written demand to the Company or any Company Subsidiary for recognition or certification; (iii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company or the Company Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of the employees of the Company or the Company Subsidiaries; (iv) to the knowledge of the Company, there are no organizing activities involving the Company or any Company Subsidiary pending with any labour organization or group of employees of the Company or any Company Subsidiary; and (v) the Company and the Company Subsidiaries are not currently materially affected and have not been materially affected in the past five years by any actual or threatened work stoppage, strike or other similar labour disturbance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no complaints, charges or claims against the Company or any Company Subsidiary filed or, to the knowledge of the Company, threatened in writing to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any Company Subsidiary. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary have not and are not engaged in any unfair labour practice and there are no unfair labour practice charges, grievances or complaints filed or, to the knowledge of the Company, threatened in writing by or on behalf of any employee or group of employees of the Company or any Company Subsidiary. No trade union has applied to have the Company declared a common or related employer pursuant to the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which the Company carries on business. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each Company Subsidiary is in compliance with all Laws relating to the employment of labour, including all such Laws relating to pay equity, wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN”), overtime, collective bargaining, discrimination, human rights, affirmative action, occupational safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) within the last six months, there has been no “mass layoff” or “plant losing” as defined by WARN with respect to the Company or any Company Subsidiary or any group termination pursuant to the Employment Standards Act (Ontario) or any similar legislation in any jurisdiction in which the Company carries on business. (e) Since January 1, 2020, neither the Company nor any of the Company Subsidiaries has been party to a settlement agreement resolving material allegations of sexual harassment by or against any current or former director, officer or employee of the Company or any of the Company Subsidiaries. Since January 1, 2020, to the knowledge of the Company, there have not been any material allegations of sexual harassment involving any director, officer or employee of the Company or any of the Company Subsidiaries.

Employment and Labour Matters. (a) Neither Section 3.15(a) of the Company nor Seller Disclosure Schedule sets forth an accurate and complete list of all employees or independent contractors (other than product resellers) currently performing services for Seller primarily or exclusively in the operation of the Business, including each employee on leave of absence or layoff status but excluding employees that provide corporate finance, accounting, administrative or legal services relating to the operation of the Business ("Active Employees"), along with the position, date of hire or engagement, compensation and benefits, scheduled increases in compensation, scheduled or contemplated promotions, accrued but unused sick and vacation leave and service credited for purposes of vesting and eligibility to participate under any Company Subsidiary is party Seller Plan with respect to any collective agreements or similar labour agreements (excluding personal services contracts)such Persons. (b) (i) No employees In respect of the Company Hired Employees, neither Seller nor any ERISA Affiliate is a party to or bound by any collective bargaining, works council or other Contract with any labour union, works council or representative of any employee group in the Business, nor is any such Contract being negotiated by Seller or any ERISA Affiliate. Seller has no Knowledge of any union organizing, election or other activities made or threatened at any time within the Company Subsidiaries are represented past four years by or on behalf of any labour organization; (ii) no union, works council or other labour organization or group of employees of the Company or any of the Company Subsidiaries has made a written demand to the Company or any Company Subsidiary for recognition or certification; (iii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company or the Company Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of the employees of the Company or the Company Subsidiaries; (iv) to the knowledge of the Company, there are no organizing activities involving the Company or any Company Subsidiary pending with any labour organization or group of employees of the Company or any Company Subsidiary; and (v) the Company and the Company Subsidiaries are not currently materially affected and have not been materially affected in the past five years by any actual or threatened work stoppage, strike or other similar labour disturbanceBusiness. Except as would not, individually or in set forth on Section 3.15(b) of the aggregate, reasonably be expected to have a Material Adverse EffectSeller Disclosure Schedule, there are is no complaintsunion, charges works council, or claims against the Company other labour organization, which, pursuant to applicable Law, must be notified, consulted or any Company Subsidiary filed or, to the knowledge of the Company, threatened in writing with which negotiations need to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, conducted in connection with, or otherwise relating to with the employment or termination of employment of any individual transactions contemplated by the Company or any Company Subsidiarythis Agreement. (c) Except as would notThere is no labour strike, individually picketing, slowdown, lockout, employee grievance process or other work stoppage affecting the Business including any employees or independent contractors currently performing services for Seller in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary have not and are not engaged in any unfair labour practice and there are no unfair labour practice charges, grievances or complaints filed or, Business nor to the knowledge Knowledge of Seller is any such action threatened. To the CompanyKnowledge of Seller, threatened in writing by no event has occurred or on behalf circumstance exists that may give rise to any such action, nor does Seller contemplate a lockout of any employee or group of employees of in the Company or any Company Subsidiary. No trade union has applied to have the Company declared a common or related employer pursuant to the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which the Company carries on businessBusiness. (d) Except as would notdisclosed in Schedule 3.15(d) to the Seller Disclosure Schedule, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each Company Subsidiary Seller is in compliance in all material respects with all applicable Laws and its own policies relating to the labour and employment of labourmatters, including all such Laws relating to pay equityfair employment practices, terms and conditions of employment, equal employment opportunity, non-discrimination, immigration, termination, severance, wages, hours, benefits, workers' compensation, the Worker Adjustment payment of social security and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN”), overtime, collective bargaining, discrimination, human rights, affirmative actionTaxes, occupational safety and healthplant closing, workers’ compensation and the collection notification and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) within the last six months, there has been no “mass layoff” or “plant losing” as defined by WARN with respect other obligations relating to the Company or any Company Subsidiary or any group termination pursuant business transfer in each case to the Employment Standards Act (Ontario) or extent applicable to any similar legislation in any jurisdiction in which the Company carries on businessActive Employees. (e) Since January 1, 2020, neither the Company nor any of the Company Subsidiaries has been party to a settlement agreement resolving material allegations of sexual harassment by or against any current or former director, officer or employee of the Company or any of the Company Subsidiaries. Since January 1, 2020There is no Proceeding pending or, to the knowledge Knowledge of Seller, threatened against or affecting the Business or relating to any alleged violation by Seller (or its directors or officers) of any Law pertaining to labour relations or employment matters. Seller has not committed any unfair labour practice, nor is there any charge or complaint of unfair labour practice filed or, to the Knowledge of Seller, threatened against Seller before the National Labour Relations Board or any other Governmental Authority. In respect of the CompanyActive Employees, there have not been is no complaint or charge of discrimination filed or, to the Knowledge of Seller, threatened, against Seller with the Equal Employment Opportunity Commission or any material allegations of sexual harassment involving any director, officer or employee other Governmental Authority. (f) In respect of the Company Active Employees, since June 30, 2006, Seller has not implemented any plant closing or any layoff of employees that could implicate the WARN Act. Section 3.15(f) of the Company SubsidiariesSeller Disclosure Schedule sets forth an accurate and complete list of all employees of the Business who have been terminated or laid off, or whose hours of work have been reduced by more than 50% by Seller, in the six months prior to the date of this Agreement. (g) Section 3.15(g) of the Seller Disclosure Schedule sets forth an accurate and complete list of all employees of the Business who are employed in the U.S. and who, to the Knowledge of Seller, are not U.S. citizens or permanent residents. To the Seller's Knowledge, each of the employees required to be listed on such schedule is, to the Knowledge of Seller, authorized under applicable U.S. immigration Laws to work in his or her current position for Seller specified in Section 3.15(g) of the Seller Disclosure Schedule opposite the employee's name and, to the Knowledge of Seller, none of the employees required to be so listed requires authorization from any Governmental Authority to be employed in his or her current position by Seller.

Employment and Labour Matters. (a) Neither the Company REIT nor any Company REIT Subsidiary is party to any collective agreements or similar labour agreements (excluding personal services contracts). (b) (i) No employees of the Company REIT or any of the Company REIT Subsidiaries are represented by any labour organization; (ii) no labour organization or group of employees of the Company REIT or any of the Company REIT Subsidiaries has made a written demand to the Company REIT or any Company REIT Subsidiary for recognition or certification; (iii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company REIT or the Company REIT Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the CompanyREIT, threatened to apply to be certified as the bargaining agent of the employees of the Company REIT or the Company REIT Subsidiaries; (iv) to the knowledge of the CompanyREIT’s knowledge, there are no organizing activities involving the Company REIT or any Company REIT Subsidiary pending with any labour organization or group of employees of the Company REIT or any Company REIT Subsidiary; and (v) the Company REIT and the Company REIT Subsidiaries are not currently materially affected and have not been materially affected in the past five years by any actual or threatened work stoppage, strike or other similar labour disturbance. Except as would not, individually or in the aggregate, reasonably be expected to have a REIT Material Adverse Effect, there are no complaints, charges or claims against the Company REIT or any Company REIT Subsidiary filed or, to the knowledge of the CompanyREIT, threatened in writing to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company REIT or any Company REIT Subsidiary. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a REIT Material Adverse Effect, the Company and each Company Subsidiary have REIT has not and are is not engaged in any unfair labour practice and there are no unfair labour practice charges, grievances or complaints filed or, to the knowledge of the CompanyREIT’s knowledge, threatened in writing by or on behalf of any employee or group of employees of the Company REIT or any Company REIT Subsidiary. No trade union has applied to have the Company REIT declared a common or related employer pursuant to the Labour Relations Act Code (OntarioBritish Columbia) or any similar legislation in any jurisdiction in which the Company REIT carries on business. (d) Except as would not, individually or in the aggregate, reasonably be expected to have a REIT Material Adverse Effect, (i) the Company REIT and each Company REIT Subsidiary is in compliance with all Laws relating to the employment of labour, including all such Laws relating to pay equity, wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN”), overtime, collective bargaining, discrimination, human rights, affirmative action, occupational safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance which would not, individually or in the aggregate, reasonably be expected to have a REIT Material Adverse Effect and (ii) within the last six months, there has been no “mass layoff” or “plant losing” as defined by WARN with with‌ respect to the Company REIT or any Company REIT Subsidiary or any group termination pursuant to the Employment Standards Act (OntarioBritish Columbia) or any similar legislation in any jurisdiction in which the Company REIT carries on business. (e) Since January 1, 2020, neither the Company nor any of the Company Subsidiaries has been party to a settlement agreement resolving material allegations of sexual harassment by or against any current or former director, officer or employee of the Company or any of the Company Subsidiaries. Since January 1, 2020, to the knowledge of the Company, there have not been any material allegations of sexual harassment involving any director, officer or employee of the Company or any of the Company Subsidiaries.

Employment and Labour Matters. (ai) Neither Except as disclosed in Section 4.1(x) of the Company nor Advantagewon Disclosure Letter, Advantagewon is not: (A) party to any Company Subsidiary is Contract providing for termination notice, payment in lieu of termination notice, change of control payments, or severance payments to, or any employment or consulting agreement with, any director, officer or employee of Advantagewon other than such arising from any applicable Law; and (B) party to any collective agreements bargaining or similar labour agreements (excluding personal services contracts)subject to any application for certification or, to the knowledge of Advantagewon, threatened union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, pending, or, to the knowledge of Advantagewon, threatened strikes or lockouts at Advantagewon. (b) (i) No employees of the Company or any of the Company Subsidiaries are represented by any labour organization; (ii) There are no labour organization disputes, strikes, organizing activities or group work stoppages against Advantagewon pending, or to knowledge of employees of the Company or any of the Company Subsidiaries has made a written demand to the Company or any Company Subsidiary for recognition or certification; Advantagewon, threatened. (iii) no trade unionThe execution, council delivery and performance of trade unionsthis Agreement and the consummation of the Amalgamation by Advantagewon will not result in the acceleration of the time of payment, employee bargaining agency funding or affiliated bargaining agent holds bargaining rights vesting of entitlements otherwise available under any Employee Plan of Advantagewon. (iv) Advantagewon has been and is now in compliance, in all material respects, with all terms and conditions of employment, with respect to any employment and labour, including, wages, hours of the employees of the Company or the Company Subsidiaries by way of certificationwork, interim certificationovertime, voluntary recognition, or succession human rights, or has applied occupational health and safety and workers compensation, and there are no current, or, to the knowledge of the CompanyAdvantagewon, pending or threatened proceedings (including grievances, arbitration, applications or pending applications) before any Governmental Entity or labour arbitrator with respect to apply to be certified as the bargaining agent any of the employees foregoing Employee Plans of the Company or the Company Subsidiaries; Advantagewon (ivother than routine claims for benefits). (v) to To the knowledge of Advantagewon, no executive or manager (A) has any present intention to terminate their employment, or (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement with any other Person besides Advantagewon which would impede the Companybusiness, there be material to the performance of such employee’s employment duties, or the ability of Advantagewon, or Advantagewon to conduct the business. (vi) There are no organizing activities involving outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to the Company any provincial workers’ compensation statute or any Company Subsidiary pending with any labour organization or group of employees of the Company or any Company Subsidiary; regulation, and (v) the Company and the Company Subsidiaries are not currently materially affected and have Advantagewon has not been materially affected reassessed in any material respect under such statute or regulation since the past five years by any actual or threatened work stoppage, strike or other similar labour disturbance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no complaints, charges or claims against the Company or any Company Subsidiary filed ordate of its incorporation and, to the knowledge of the CompanyAdvantagewon, threatened in writing no audit of Advantagewon is currently being performed pursuant to be brought any provincial workers’ compensation statute or filedregulation, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any Company Subsidiary. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary have not and are not engaged in any unfair labour practice and there are no unfair labour practice charges, grievances or complaints filed orand, to the knowledge of the CompanyAdvantagewon, threatened there are no claims or potential claims which may materially adversely affect (vii) Advantagewon’ accident cost experience in writing by or on behalf of any employee or group of employees respect of the Company or any Company Subsidiary. No trade union has applied to have the Company declared a common or related employer pursuant to the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which the Company carries on business. (dviii) Except as would notTo the knowledge of Advantagewon, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each Company Subsidiary is in compliance with all Laws relating to the employment of labour, including all such Laws relating to pay equity, wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN”), overtime, collective bargaining, discrimination, human rights, affirmative action, occupational safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) within the last six months, there independent contractor engaged by Advantagewon has been no “mass layoff” or “plant losing” properly classified by Advantagewon as defined by WARN with respect to the Company or an independent contractor and Advantagewon has not received any Company Subsidiary or notice from any group termination pursuant to the Employment Standards Act (Ontario) or any similar legislation in any jurisdiction in which the Company carries on businessGovernmental Entity disputing such classification. (eix) Since January 1, 2020, neither the Company nor any Section 4.1(x) of the Company Subsidiaries Advantagewon Disclosure Letter lists all material Employee Plans of Advantagewon. Advantagewon has made available to Advantagewon true and complete copies of all such Employee Plans as amended. (x) All Employee Plans of Advantagewon are and have been party to a settlement agreement resolving established, registered, funded, and administered in all material allegations of sexual harassment by or against any current or former director, officer or employee of the Company or any of the Company Subsidiariesrespects in (A) accordance with applicable Laws and (B) in accordance with their terms. Since January 1, 2020, to To the knowledge of Advantagewon, no fact or circumstance exists which could adversely affect the Companyregistered status of any such Employee Plan. (xi) All contributions, there premiums or taxes required to be made or paid by Advantagewon under the terms of each Employee Plan of Advantagewon or by applicable Laws have not been any material allegations made in a timely fashion, and no Employee Plan has a deficit, or Advantagewon has made full and adequate disclosure of sexual harassment involving any director, officer or employee and provision for such amounts in the books and records. (xii) None of the Company Employee Plans provide for post-retirement or any post-termination benefits, or supplemental pension benefits, to employees, directors or officers or former employees, directors, or officers of the Company SubsidiariesAdvantagewon, or to their dependents or beneficiaries.

Employment and Labour Matters. (a) Neither 10.17.1 Annexure 8 of the Company nor any Company Subsidiary is party to any collective agreements or similar labour agreements (excluding personal services contracts). (b) (i) No Seller Disclosure Schedule sets forth an accurate and complete list of the employees of the Company Seller primarily and actively engaged in the Business or any otherwise included upon the written mutual agreement of the Company Subsidiaries are represented Seller and the Purchaser (the “Business Employees”) and contract labourers engaged in the Business or otherwise included upon the written mutual agreement of the Seller and the Purchaser, along with, to the extent applicable, the position, date of hire, engagement or seniority, compensation and benefits, scheduled or contemplated increases in compensation and benefits, scheduled or contemplated promotions, accrued but unused sick and vacation leave or paid time off and service credited for purposes of vesting and eligibility to participate under any Business Employee Plan with respect to such Persons. To the Knowledge of the Seller, no Key Employee or group of employees of the Seller engaged in the Business intends to terminate his, her or their employment with the Seller. 10.17.2 The Seller is not, nor has the Seller been, a party to or bound by any collective bargaining, works council, employee representative or other Contract with any labour organization; union, works council or representative of any employee group with respect to any employees engaged in the Business, nor is any such Contract being negotiated by the Seller. The Seller has no Knowledge of any organizing, election or other activities made or threatened at any time within the past 3 (iithree) no years by or on behalf of any union, works council, employee representative or other labour organization or group of employees of the Company or any of the Company Subsidiaries has made a written demand to the Company or any Company Subsidiary for recognition or certification; (iii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees engaged in the Business. There is no union, works council, employee representative or other labour organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted and Consent obtained in connection with the transactions contemplated by this Agreement. 10.17.3 With respect to the employees engaged in the Business, the Seller has not experienced any labour strike, picketing, slowdown, lockout, employee grievance process or other work stoppage or labour dispute, nor to the Knowledge of the employees Seller is any such action threatened. To the Knowledge of the Company Seller, no event has occurred or circumstance exists that could reasonably be expected to give rise to any such action, nor does the Company Subsidiaries Seller contemplate a lockout of any employees engaged in the Business. 10.17.4 With respect to all employees engaged in the Business, the Seller has complied with all applicable Laws in all material respects and its own policies relating to labour and employment matters, including fair employment practices, terms and conditions of employment, contractual obligations, equal employment opportunity, non-discrimination, immigration, wages, hours, benefits, workers’ compensation, the payment of social security and similar Taxes and occupational safety. 10.17.5 There is no Proceeding pending or, to the Knowledge of the Seller, threatened against or affecting the Seller relating to the alleged violation by way the Seller (or its directors or officers) of certification, interim certification, voluntary recognition, any Law pertaining to labour relations or succession rights, or has applied oremployment matters with respect to employees engaged in the Business. With respect to the employees engaged in the Business, to the knowledge of the CompanySeller, threatened to apply to be certified as the bargaining agent it has not committed any unfair labour practice. There has been no complaint, claim or charge of the employees of the Company or the Company Subsidiaries; (iv) to the knowledge of the Company, there are no organizing activities involving the Company or any Company Subsidiary pending with any labour organization or group of employees of the Company or any Company Subsidiary; and (v) the Company and the Company Subsidiaries are not currently materially affected and have not been materially affected in the past five years by any actual or threatened work stoppage, strike or other similar labour disturbance. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no complaints, charges or claims against the Company or any Company Subsidiary discrimination filed or, to the knowledge Knowledge of the CompanySeller, threatened in writing to be brought or filedthreatened, against the Seller with any arbitrator, Governmental Entity Authority or arbitrator based onelsewhere with respect to employees engaged in the Business. 10.17.6 No employee engaged in the Business has been laid off, arising out of, in connection with, retrenched or otherwise relating made redundant by the Seller and no such action shall be implemented without advance notification to the employment or termination of employment of any individual by the Company or any Company Subsidiary. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each Company Subsidiary have not and are not engaged in any unfair labour practice and there Purchaser. There are no unfair labour practice charges, grievances or complaints filed or, to the knowledge of the Company, threatened in writing by or on behalf of any employee or group of employees of the Company Seller engaged in the Business, who have been terminated or laid off, or whose hours of work have been reduced by more than 50% (fifty percent) by the Seller, in the 6 (six) months prior to the Effective Date. 10.17.7 There is not in existence any Contract of employment with any Business Employee (or any Company Subsidiary. No trade union Contract for services with any Person) which cannot be terminated by 3 (three) months’ notice or less without giving rise to a claim for damages or compensation (other than a statutory redundancy payment or statutory compensation for unfair dismissal). 10.17.8 Within the last year, no employee engaged in the Business has applied been transferred from the Business to have the Company declared a common Other Businesses. 10.17.9 There are no Contracts or related employer Government Authorizations pursuant to the Labour Relations Act (Ontario) or any similar legislation in any jurisdiction in which the Company carries on business. (d) Except Seller, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each Company Subsidiary is in compliance with all Laws relating to the employment of labour, including all such Laws relating to pay equity, wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” Law (“WARN”), overtime, collective bargaining, discrimination, human rights, affirmative action, occupational safety and health, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, except for any non-compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) within the last six months, there has been no “mass layoff” or “plant losing” as defined by WARN with respect to the Company or any Company Subsidiary or any group termination pursuant to the Employment Standards Act (Ontario) or any similar legislation in any jurisdiction in which the Company carries on business. (e) Since January 1, 2020, neither the Company nor any result of the Company Subsidiaries has been party to a settlement agreement resolving material allegations of sexual harassment by or against any current or former director, officer or employee Seller’s operation of the Company or Business, any portion of the Company Subsidiaries. Since January 1, 2020, to Business or the knowledge Transferred Undertakings of the CompanyBusiness, there have not been any material allegations of sexual harassment involving any director, officer or employee of the Company or any of the Company Subsidiariesis required to employ Persons located in a particular geographical location.