Common use of Labor Agreements and Actions; Employee Compensation Clause in Contracts

Labor Agreements and Actions; Employee Compensation. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the best of the Company’s Knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the best of the Company’s Knowledge, threatened, that could have a Material Adverse Effect on the properties, assets, affairs, operations, financial condition, operating results, or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted), nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of the Company is terminable at the will of the Company. The Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. The Company is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. The Company is not aware that any of its employees is obligated under any contract or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted. No officer or employee of the Company has entered into an employment agreement with the Company or is entitled to any compensation following termination of employment with the Company. Section 3.23 of the Company Disclosure Schedule contains a complete and accurate list of all employees of the Company who are involved, directly or indirectly, in connection with the Business and the date of hire of each such employee by the Company or its predecessors (the “Business Employees”). All Liabilities in respect of Business Employees have been paid in full to the date hereof and will have been paid in full to the Closing Date, including premium contributions, remittance and assessments for employment insurance, employer health tax, Canada Pension Plan, income tax,

Labor Agreements and Actions; Employee Compensation. (a) The Company is and the Operating Company are not bound by or subject to (and none of its their assets or properties is are bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement Contract with any labor union, and no labor union has requested or, to the best Knowledge of the Company’s Knowledge, has sought to represent any of the employees, representatives or agents of the Company or the Operating Company. There is no strike or other labor dispute involving the Company or the Operating Company pending, or to the best Knowledge of the Company’s Knowledge, threatened, that could have a Material Adverse Effect on the properties, assets, affairs, operations, financial condition, operating results, or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted), nor is the Company aware of any labor organization activity involving its or the Operating Company’s employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Operating Company, nor does do the Company or the Operating Company have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of the Company and the Operating Company is terminable at the will of the Company or the Operating Company. The Each of the Company and the Operating Company has complied in all material respects with all applicable local, state and federal equal employment opportunity opportunity, wage and hour, employment discrimination, and all other laws Laws related to employment, including the WARN Act, and neither the Company nor the Operating Company has any plans to undertake any action in the future that would trigger the WARN Act. The Except as disclosed on Schedule 4.19(a), the Company is and the Operating Company are not a party to or bound by any currently effective or expired employment contract, severance agreement, change in control agreement, severance and termination protection plan, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. The Company is not aware that any of its employees is obligated under any contract or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted. No officer or employee of the Company has entered into an employment agreement with the Company or is entitled to any compensation following termination of employment with the Company. Section 3.23 of the Company Disclosure Schedule contains a complete and accurate list of all employees of the Company who are involved, directly or indirectly, in connection with the Business and the date of hire of each such employee Each individual retained by the Company or its predecessors the Operating Company as an independent contractor or consultant is properly classified as such for Tax and employment reporting purposes, except where the failure to make such classification would not constitute a Company Material Adverse Effect. (b) To the “Business Employees”). All Liabilities in respect Company’s Knowledge, since January 1, 2010: (i) none of Business Employees the Company’s or the Operating Company’s directors, officers or members of management have been paid in full to arrested for, charged with, or convicted of, any (A) felony or (B) misdemeanor involving deceit, deception or moral turpitude, and (ii) no such officer, director or member of management has been adjudicated a bankrupt person under applicable bankruptcy laws or served as an officer or director of a corporation or other entity that sought bankruptcy protection (including involuntary bankruptcy Proceedings) under applicable bankruptcy laws. (c) Schedule 4.19(c) lists (i) all of the Persons employed by the Company or the Operating Company as an employee or retained by the Company or the Operating Company as a consultant as of the date hereof of this Agreement, and will have been paid in full the position, date of hire, and current compensation rate (including salary, bonus and commissions) afforded to each of them, and (ii) all of the Closing Dateofficers and directors of the Company and the Operating Company as of the date of this Agreement and the position and current compensation rate (including salary, including premium contributions, remittance bonus and assessments for employment insurance, employer health tax, Canada Pension Plan, income tax,commissions) of each such officer.

Labor Agreements and Actions; Employee Compensation. (a) The Company is not and has never been bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor unionunion or other collective bargaining representative, and no labor union or other collective bargaining representative has requested or, to the best of the Company’s Knowledgeknowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the best of the Company’s Knowledgeknowledge, threatened, that could have a Material Adverse Effect on the properties, assets, affairs, operations, financial condition, operating results, threatened (i) strike or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted), nor is the Company aware of any other labor organization activity dispute involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does (ii) material charge, grievance proceeding or other claim against or affecting the Company have a present intention relating to terminate the employment alleged violation of any of law pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the foregoing. The National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable Governmental Authority, (iii) employee or union organizational activity or other labor or employment of each officer and employee of the Company is terminable at the will of dispute against or affecting the Company. The Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. The , or (iv) application for certification of a collective bargaining agent. (b) Except as set forth on the Schedule of Exceptions, the Company is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, agreement or other employee compensation agreement. The Company is does not aware that have a present intention to terminate the employment of any of its employees is obligated under any contract officers or other agreementkey employees, and the Company, to the best of its knowledge, does not know of the impending resignation or subject to any judgment, decree or order termination of employment of any court or administrative agency, that would materially interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted. No such officer or key employee. The employment of each officer and employee of the Company has entered into an employment agreement with is terminable at the Company or is entitled to any compensation following termination of employment with the Company. Section 3.23 will of the Company Disclosure Schedule contains a complete and accurate list of all employees at the will of the Company who are involvedofficer or employee, directly or indirectly, in connection with the Business and the date of hire of each such employee without advance notice by the Company or its predecessors (the “Business Employees”)officer and employee and without any obligation by the Company for payment of compensation or damages. All Liabilities in respect of Business Employees have been The Company has paid in full to all of its current and former officers and other employees all wages, salaries, commissions, bonuses and other compensation due to such officers and other employees and there are no severance payments which are or could become payable by the date hereof Company to any such officer or employee under the terms of any oral or written agreement or commitment or any applicable law, custom, trade or practice. (c) To the best of its knowledge, the Company has at all times complied in all material respects with all applicable state and will federal laws related to employment and employment practices, including, without limitation, all applicable laws regarding wages and hours, the collection and payment of withholding and/or social security taxes, employment documentation, equal employment opportunities, fair employment practices, plant closings and mass layoffs, sexual harassment, discrimination based on sex, race, disability, health status, pregnancy, religion, national origin, age or other tortious conduct, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and the Company has not engaged in any unfair labor practice. The Company is not, nor has it ever been, liable for the payment of any compensation, damages, taxes, fines, penalties or other amounts, however designated, for failure to comply with any of the foregoing. The Company is and has at all times been in compliance in all material respects with its obligations under the Worker Adjustment and Retraining Notification Act, as applicable, and similar applicable laws, and all other notification and bargaining obligations arising under any applicable agreement, statute, or otherwise. (d) All persons that are performing or have been paid in full performed services for the Company and are classified by the Company as non-employees, including, without limitation, independent contractors, consultants, or otherwise, do satisfy and have satisfied the requirements of applicable law to be so classified, and the Closing DateCompany has fully and accurately reported its compensation on Internal Revenue Service Forms 1099 when required to do so. The Company has no direct or indirect liability, including premium contributionswhether absolute or contingent, remittance and assessments for employment insurancewith respect to any misclassification of any person as an independent contractor rather than as an employee or vice versa, employer health tax, Canada Pension Plan, income tax,or with respect to any employee leased from another employer.

Labor Agreements and Actions; Employee Compensation. The Neither the Company nor any of its subsidiaries is not bound by or subject to (and none of its their assets or properties is bound by or subject to) any written or oral, express or implied, collective bargaining agreement, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the best of the Company’s Knowledge's knowledge, has sought to represent any of the employees, representatives or agents of the CompanyCompany or any of its subsidiaries. There is no strike or other labor dispute involving the Company or any of its subsidiaries pending, or to the best of the Company’s Knowledge's knowledge, threatened, that could have a Material Adverse Effect MAE on the properties, assets, affairs, operationsproperties, financial condition, operating results, or business of the Company or any of its subsidiaries (as such business is presently conducted and as it is presently proposed to be conducted), nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the CompanyCompany or any of its subsidiaries, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of Neither the Company nor any of its subsidiaries is party to a written contract of employment entered into with any employees or any oral contracts of employment which are not terminable at on the will giving of reasonable notice in accordance with applicable Law. Except as set forth on the Company. The Schedule of Exceptions, neither the Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. The Company nor any of its subsidiaries is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. The To the best of its knowledge, the Company is not aware that has complied in all material respects with all Laws relating to employees, including employment standards, occupational health and safety, pay equity and employment equity and neither the Company nor any of its employees is obligated subsidiaries has received any notice alleging otherwise. There are no outstanding decision or settlements or pending settlements under the employment standards legislation which place any contract obligation upon the Company or other agreementany of its subsidiaries, to do or refrain from doing any act. All current assessments under workplace safety and insurance legislation in relation to the Company or any of its subsidiaries have been paid or accrued and the Company or any of its subsidiaries have note been subject to any judgment, decree special or order of any court or administrative agency, that would materially interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s business as presently conducted. No officer or employee of the Company penalty assessment under such legislation which has entered into an employment agreement with the Company or is entitled to any compensation following termination of employment with the Company. Section 3.23 of the Company Disclosure Schedule contains a complete and accurate list of all employees of the Company who are involved, directly or indirectly, in connection with the Business and the date of hire of each such employee by the Company or its predecessors (the “Business Employees”). All Liabilities in respect of Business Employees have not been paid in full to the date hereof and will have been paid in full to the Closing Date, including premium contributions, remittance and assessments for employment insurance, employer health tax, Canada Pension Plan, income tax,paid.