Common use of Employment Matters; Labor Relations Clause in Contracts

Employment Matters; Labor Relations. (a) Set forth on Schedule 3.16(a) is a list of all employees, officers or managers of the Company, their current rates of compensation, their length of service with the Company. Schedule 3.16 sets forth a true, complete and accurate description of all practices, policies, understandings and agreements with all such employees relating to their employment. All contracts and arrangements with employees are in full force and effect, and neither the Company nor, to the Company's knowledge, any other person or entity is in default under any of them. In the conduct of its affairs and business, as of the Closing Date the Company has complied with all applicable laws and regulations relating to the employment of labor including those related to wages, hours, discrimination, employee pension and welfare benefit plans, collective bargaining, and the payment of Social Security or similar taxes, and the Company has withheld and paid to the appropriate governmental authority all amounts required by law or agreement to be withheld from wages or salaries of such employees. (b) There is no pending or, to the Seller's knowledge, threatened labor dispute, strike or lockout, slowdown, stoppage, unfair labor practice complaint, grievance procedure or arbitration proceeding relating to the Company. No employees of the Company are subject to any collective bargaining agreement or labor contracts. There are currently no efforts underway respecting proposed union representation of the employees of the Company and no collective bargaining agreement is currently being negotiated. (c) The Seller has provided to the Buyer with copies of all Occupational Safety and Health Administration ("OSHA") reports having to do with the Company, its operations or its business and received by the Company during the last three years. No other oral or written complaints or notices have been received by the Company from OSHA or any other regulatory agencies or offices having jurisdiction over health or safety matters relating to the Company. All matters noticed in such reports have been resolved or cured as of the Closing Date. (d) Neither the Company nor any person with whom the Company would be treated as an "employer" for purposes of the Worker Adjustment and Retraining Notification Act or any similar state law ("WARN") has taken any action or failed to take any action which could result in any liability or obligation under WARN.

Employment Matters; Labor Relations. (a) Set forth on Schedule 3.16(a) is The Company has provided to the Buyers a true and complete list of all employeesthe name of each officer and employee of the Company and its Subsidiaries, officers together with each such person’s position or managers function, date of hire, annual base salary or wages and any incentive or bonus arrangement with respect to such person in *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. effect on such date, and description of benefits payable to each employee. To the Knowledge of the Company, their current rates it has not received any information that would lead it to believe that any executive officer of compensation, their length of service with the Company. Schedule 3.16 sets forth a true, complete and accurate description of all practices, policies, understandings and agreements with all such employees relating to their employment. All contracts and arrangements with employees are in full force and effect, and neither the Company nor, to the Company's knowledge, any other person or entity is in default under any of them. In its Subsidiaries or any employee listed on Schedule 4.11(a) intends to cease to be an employee of the conduct Company or any of its affairs and businessSubsidiaries, as applicable, because of the Closing Date consummation of the Company has complied with all applicable laws and regulations relating to the employment of labor including those related to wages, hours, discrimination, employee pension and welfare benefit plans, collective bargaining, and the payment of Social Security or similar taxes, and the Company has withheld and paid to the appropriate governmental authority all amounts required transactions contemplated by law or agreement to be withheld from wages or salaries of such employeesthis Agreement. (b) There Except as set forth in Schedule 4.11(b) of the Disclosure Schedules, there is no not in existence, nor has there been within the 12 months prior to the date hereof, any pending or, to the Seller's knowledgeKnowledge of the Company, threatened labor dispute, strike or lockout(i) any strike, slowdown, stoppage, picketing, interruption of work, lockout or any other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining, (ii) any labor-related organizational effort, election activities, or request or demand for negotiations, recognition or representation, (iii) any arbitration, administrative hearing, formal claim of unfair labor practice complaintpractice, grievance procedure other union- or arbitration proceeding relating to the Company. No employees labor-related Action or other formal claim, workers’ compensation formal claim, formal claim or investigation of wrongful discharge, formal claim or investigation of employment discrimination or retaliation, or claim or investigation of sexual harassment, against the Company are subject to or any of its Subsidiaries or (iv) any Action filed by a union requesting management and administration of a collective bargaining agreement or labor contracts. There are currently no efforts underway respecting proposed union representation of the employees of the Company and no collective bargaining agreement is currently being negotiatedagreement. (c) The Seller has provided to Except as set forth in Schedule 4.11(c) of the Buyer with copies Disclosure Schedules, as of all Occupational Safety the date of this Agreement and Health Administration ("OSHA") reports having to do with for the Company12 months preceding such date, its operations or its business and received by none of the Company during the last three years. No or any of its Subsidiaries is, or within such period has been, (i) a party to or bound by any collective bargaining agreement, other oral agreement or written complaints understanding, work rules or notices have been received by the Company from OSHA practice, or arbitration award with any labor union or any other regulatory agencies or offices having jurisdiction over health or safety matters relating to the Company. All matters noticed in such reports have been resolved or cured as similar organization; and (ii) none of the Closing Dateemployees are subject to or covered by any such collective bargaining agreement, other agreement or understanding, work rules or practice, or arbitration award, or are represented by any labor organization. (d) Neither Except as set forth in Schedule 4.11(d) of the Disclosure Schedules, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee to severance, change of control or other similar pay or benefits under, or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger any other material obligation pursuant to, any Employee Plan. (e) Except as set forth in Schedule 4.11(e) of the Disclosure Schedules, there is no Action pending or, to the Knowledge of the Company, threatened against the Company nor or any person with whom of its Subsidiaries before any Governmental Authority filed by an employee or a former employee requesting reinstatement, severance, salaries or any labor benefit. There is no complaint pending or, to the Knowledge of the Company, threatened against the Company would be treated as an "employer" for purposes of the Worker Adjustment and Retraining Notification Act or any similar state law of its Subsidiaries before any Governmental Authority filed by an employee or a former employee requesting payment of a specific severance due to a work-related accident. ("WARN"f) has taken any action or failed The Company and its Subsidiaries are in material compliance according to take any action which could result the applicable Laws in any liability or obligation under WARNconnection with payment of employer’s mandatory contributions to (i) the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social), (ii) the Institute for the National Fund of Housing for Employees (Instituto del Fondo Nacional de la Vivienda para los Trabajadores), and (iii) the System of Savings for Retirement (Sistema de Ahorro para el Retiro).

Employment Matters; Labor Relations. (a) Set forth on Schedule 3.16(a) is a list of The Company and its Subsidiaries are in compliance, in all employeesmaterial respects, officers or managers of the Companywith all Laws concerning employment, their current rates of compensationincluding Laws relating to worker classification, their length of service with the Company. Schedule 3.16 sets forth a truewages and hours, complete and accurate description of all tax withholding, prohibited discrimination, equal employment, fair employment practices, policiessafety and health, understandings meal and agreements with all such employees relating to their employment. All contracts rest periods, and arrangements with employees are in full force and effectimmigration status, and neither the Company nornor any of its Subsidiaries has any material liability with respect to any misclassification of: (i) any Person as an independent contractor rather than as an employee, to (ii) any employee leased from another employer, or (iii) any employee currently or formerly classified as exempt from overtime wages. Except as set forth in Section 3.15 of the Company Disclosure Schedule, the services provided by each of the Company's knowledge’s and its Subsidiaries’ employees is terminable at the will of the Company and its Subsidiaries and any such termination would result in no severance or separation pay obligations. There are no pending, any other person threatened, or entity is in default under reasonably anticipated actions, suits, charges, claims (including workers’ compensation claims), audits, investigations or administrative matters pending against the Company or its Subsidiaries relating to any of themits respective employees or independent contractors. In Neither the conduct of its affairs and businessCompany nor any Subsidiary is party to a conciliation agreement, as consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. Neither the Company nor any Subsidiary has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the Closing Date WARN Act or similar Law, issued any notification of a plant closing or mass layoff required by the Company has complied with all applicable laws and regulations relating to the employment of labor including those related to wages, hours, discrimination, employee pension and welfare benefit plans, collective bargainingWARN Act or similar Law, and no terminations prior to each Closing would trigger any notice or other obligations under the payment of Social Security WARN Act or similar taxes, and the Company has withheld and paid to the appropriate governmental authority all amounts required by law or agreement to be withheld from wages or salaries of such employeesLaw. (bi) There Neither the Company nor any Subsidiary has engaged in any unfair labor practices; (ii) there is (A) no grievance, complaint, or arbitration proceeding arising out of or under collective bargaining agreements pending or, to the Seller's knowledgeKnowledge of the Company, threatened against the Company or any Subsidiary, and (B) no strike, labor dispute, strike or lockout, slowdown, stoppageconcerted refusal to work overtime or stoppage pending or, unfair labor practice complaint, grievance procedure or arbitration proceeding relating to the Company. No employees Knowledge of the Company, threatened against the Company are subject or any Subsidiary; (iii) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or labor contracts. There are currently contract and no efforts underway respecting proposed collective bargaining agreement or similar agreement is being negotiated by the Company or its Subsidiaries; (iv) there is no union representation of question existing with respect to the employees of the Company and or any Subsidiary; (v) no collective bargaining agreement is currently being negotiated. (c) The Seller union has provided applied to have the Purchaser or any Subsidiary declared a related employer pursuant to the Buyer with copies of all Occupational Safety and Health Administration Labour Relations Act ("OSHA"Ontario) reports having to do with the Company, its operations or its business and received by the Company during the last three years. No other oral or written complaints or notices have been received by the Company from OSHA or any other regulatory agencies or offices having jurisdiction over health or safety matters relating to the Company. All matters noticed in such reports have been resolved or cured as of the Closing Date. (d) Neither the Company nor any person with whom the Company would be treated as an "employer" for purposes of the Worker Adjustment and Retraining Notification Act or any similar state law ("WARN") has taken any action or failed to take any action which could result legislation in any liability jurisdiction in which the Company or obligation under WARNany Subsidiary carries on business; and (vi) no union organizing activities are taking place.

Employment Matters; Labor Relations. (a) Set forth on Schedule 3.16(a) is a list of The Company and its Subsidiaries are in compliance, in all employeesmaterial respects, officers or managers of the Companywith all Laws concerning employment, their current rates of compensationincluding Laws relating to worker classification, their length of service with the Company. Schedule 3.16 sets forth a truewages and hours, complete and accurate description of all tax withholding, prohibited discrimination, equal employment, fair employment practices, policiessafety and health, understandings meal and agreements with all such employees relating to their employment. All contracts rest periods, and arrangements with employees are in full force and effectimmigration status, and neither the Company nornor any of its Subsidiaries has any material liability with respect to any misclassification of: (i) any Person as an independent contractor rather than as an employee, (ii) any employee leased from another employer, or (iii) any employee currently or formerly classified as exempt from overtime wages. Except as set forth in Section 3.15 of the Disclosure Schedule, the services provided by each of the Company’s and its Subsidiaries’ employees is terminable at the will of the Company and its Subsidiaries and any such termination would result in no severance or separation pay obligations. There are no pending, threatened, or reasonably anticipated actions, suits, charges, claims (including workers’ compensation claims), audits, investigations or administrative matters pending against the Company or its Subsidiaries relating to any of its respective employees or independent contractors. Neither the Company nor any Subsidiary is party to a conciliation agreement, consent decree or other agreement or order with any federal, state, or local agency or governmental authority with respect to employment practices. Neither the Company nor any Subsidiary has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the WARN Act or similar Law, issued any notification of a plant closing or mass layoff required by the WARN Act or similar Law, and no terminations prior to the Company's knowledge, Closing would trigger any notice or other person or entity is in default obligations under any of them. In the conduct of its affairs and business, as of the Closing Date the Company has complied with all applicable laws and regulations relating to the employment of labor including those related to wages, hours, discrimination, employee pension and welfare benefit plans, collective bargaining, and the payment of Social Security WARN Act or similar taxes, and the Company has withheld and paid to the appropriate governmental authority all amounts required by law or agreement to be withheld from wages or salaries of such employeesLaw. (bi) There Neither the Company nor any Subsidiary has engaged in any unfair labor practices; (ii) there is (A) no grievance, complaint, or arbitration proceeding arising out of or under collective bargaining agreements pending or, to the Seller's knowledgeKnowledge of the Company, threatened against the Company or any Subsidiary, and (B) no strike, labor dispute, strike or lockout, slowdown, stoppageconcerted refusal to work overtime or stoppage pending or, unfair labor practice complaint, grievance procedure or arbitration proceeding relating to the Company. No employees Knowledge of the Company, threatened against the Company are subject or any Subsidiary; (iii) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or labor contracts. There are currently contract and no efforts underway respecting proposed collective bargaining agreement or similar agreement is being negotiated by the Company or its Subsidiaries; (iv) there is no union representation of question existing with respect to the employees of the Company and or any Subsidiary; (v) no collective bargaining agreement is currently being negotiated. (c) The Seller union has provided applied to have the Purchaser or any Subsidiary declared a related employer pursuant to the Buyer with copies of all Occupational Safety and Health Administration Labour Relations Act ("OSHA"Ontario) reports having to do with the Company, its operations or its business and received by the Company during the last three years. No other oral or written complaints or notices have been received by the Company from OSHA or any other regulatory agencies or offices having jurisdiction over health or safety matters relating to the Company. All matters noticed in such reports have been resolved or cured as of the Closing Date. (d) Neither the Company nor any person with whom the Company would be treated as an "employer" for purposes of the Worker Adjustment and Retraining Notification Act or any similar state law ("WARN") has taken any action or failed to take any action which could result legislation in any liability jurisdiction in which the Company or obligation under WARNany Subsidiary carries on business; and (vi) no union organizing activities are taking place.