Common use of Labor and Employee Benefits Matters Clause in Contracts

Labor and Employee Benefits Matters. (a) None of the Companies (i) has or has had any employees, (ii) engages or has engaged any individual (or entity wholly owned by an individual) as a consultant or independent contractor or (iii) maintains, sponsors or contributes to, or has maintained, sponsored or contributed to, or has, or has had, any liability or potential liability with respect to, any Benefit Plan. Each individual who has provided services to any Company or with respect to any of the Company Assets has been paid in full, and as of Closing will have been paid in full, for such services. (b) Neither Seller, any of the Companies nor any of their respective Affiliates nor any of the Company Assets is a party or subject to, or bound by, a collective bargaining agreement or any other contract, agreement or understanding with a labor union or representative of employees or individuals who provide services to it. There is no employment- or labor-related claim or Proceeding pending or, to Seller’s Knowledge, threatened against any of the Companies or with respect to any of the Company Assets. There are no, and there have never been any, strikes, lockouts or work stoppages existing or, to Seller’s Knowledge, threatened, with respect to any of the Companies or the Company Assets. Seller, the Companies, and each of their respective Affiliates are, and have since at least January 1, 2016 been, in compliance in all material respects with all Laws with respect to labor and employment (including all such Laws regarding wages and hours, classification of employees and contractors, anti-discrimination, anti-retaliation, recordkeeping, employee leave, Tax withholding and reporting, immigration and safety). (c) The execution and delivery of this Agreement or any Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not (either alone or in connection with any other event): (i) entitle any current or former individual employee, contractor, manager or officer of any of the Companies to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; or (iv) result in payments of money or property, acceleration of benefits or provisions of other rights that have or will be made that, in the aggregate, would be reasonably likely to result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code (determined without regard to the exception contained in Section 280G(b)(4) of the Code). (d) There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability of Seller or any of its ERISA Affiliates that would be, or could become, a liability following the Closing Date of Purchaser or any of its Affiliates.

Labor and Employee Benefits Matters. (a) None of the Companies The Company (i) does not have, and has or has had never had, any employees, (ii) engages or does not engage, and has engaged never engaged, any individual (or entity wholly owned by an individual) as a consultant or independent contractor or and (iii) maintainsdoes not maintain, sponsors sponsor or contributes contribute to, or has not maintained, sponsored or contributed to, or hasdoes not have, or and has not had, any liability or potential liability with respect to, any Benefit Plan. Each individual who has provided services to any the Company or with respect to any of the Company Assets has been paid in full, and as of Closing will have been paid in full, for such services. (b) Neither Seller, any of Castex, the Companies Company nor any of their respective Affiliates nor any of the Company Assets is a party or subject to, or bound by, a collective bargaining agreement or any other contract, agreement or understanding with a labor union or representative of employees or individuals who provide services to it. There is no employment- or labor-related claim or Proceeding pending or, to Seller’s Knowledge, threatened against any of the Companies Company or with respect to any of the Company Assets. There are no, and there have never been any, strikes, lockouts or work stoppages existing or, to Seller’s Knowledge, threatened, with respect to any of the Companies Company or the Company Assets. Seller, Castex, the CompaniesCompany, and each of their respective Affiliates are, and have since at least January 1, 2016 been, in compliance in all material respects with all Laws with respect to labor and employment (including all such Laws regarding wages and hours, classification of employees and contractors, anti-discrimination, anti-retaliation, recordkeeping, employee leave, Tax withholding and reporting, immigration and safety). (c) The execution and delivery of this Agreement or any Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not (either alone or in connection with any other event): (i) entitle any current or former individual employee, contractor, manager or officer of any of the Companies Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; or (iv) result in payments of money or property, acceleration of benefits or provisions of other rights that have or will be made that, in the aggregate, would be reasonably likely to result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code (determined without regard to the exception contained in Section 280G(b)(4) of the Code). (d) There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability of Seller or any of its ERISA Affiliates that would be, or could become, a liability following the Closing Date of Purchaser or any of its Affiliates.

Labor and Employee Benefits Matters. (a) None of the Companies The Company (i) does not have, and has or has had never had, any employees, (ii) engages or does not engage, and has engaged never engaged, any individual (or entity wholly owned by an individual) as a consultant or independent contractor or and (iii) maintainsdoes not maintain, sponsors sponsor or contributes contribute to, or has not maintained, sponsored or contributed to, or hasdoes not have, or and has not had, any liability or potential liability with respect to, any Benefit Plan. Each individual who has provided services to any the Company or with respect to any of the Company Assets has been paid in full, and as of Closing will have been paid in full, for such services. (b) Neither Seller, any of the Companies Company nor any of their respective Affiliates nor any of the Company Assets is a party or subject to, or bound by, a collective bargaining agreement or any other contract, agreement or understanding with a labor union or representative of employees or individuals who provide services to it. There is no employment- or labor-related claim or Proceeding pending or, to Seller’s Knowledge, threatened against any of the Companies Company or with respect to any of the Company Assets. There are no, and there have never been any, strikes, lockouts or work stoppages existing or, to Seller’s Knowledge, threatened, with respect to any of the Companies Company or the Company Assets. Seller, the CompaniesCompany, and each of their respective Affiliates are, and have since at least January 1, 2016 been, in compliance in all material respects with all Laws with respect to labor and employment (including all such Laws regarding wages and hours, classification of employees and contractors, anti-discrimination, anti-retaliation, recordkeeping, employee leave, Tax withholding and reporting, immigration and safety). (c) The execution and delivery of this Agreement or any Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not (either alone or in connection with any other event): (i) entitle any current or former individual employee, contractor, manager or officer of any of the Companies Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) increase the amount payable under or result in any other material obligation pursuant to any Benefit Plan; or (iv) result in payments of money or property, acceleration of benefits or provisions of other rights that have or will be made that, in the aggregate, would be reasonably likely to result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code (determined without regard to the exception contained in Section 280G(b)(4) of the Code). (d) There does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability of Seller or any of its ERISA Affiliates that would be, or could become, a liability following the Closing Date of Purchaser or any of its Affiliates.