Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 (i) There are no collective bargaining agreements with any union covering employees of the Company, any of the Company Disclosure ScheduleSubsidiaries or to the Knowledge of the Company any Domestic Company JV, (iii) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees Knowledge of the Company or any of its the Company Subsidiaries, threatened against the Company, any of the Company Subsidiaries or to the Knowledge of the Company any of the Company JVs, (iii) neither to the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees Knowledge of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current Subsidiaries, no union organizing activities on behalf of any labor organization among campaign with respect to the employees of the Company or Company, any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employeesCompany Subsidiaries or Domestic Company JVs is threatened or underway, (viv) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company, any of the Company Subsidiaries, or to the Knowledge of the Company any Domestic Company JV, pending or, to the Knowledge of the Company or any of its Subsidiaries the Company Subsidiaries, threatened before the National Labor Relations Board or any similar state or foreign agency, (viv) there is no material written grievance arising out of pending relating to any collective bargaining agreementagreement or other grievance procedure and (vi) to the Knowledge of the Company or any of the Company Subsidiaries, (vii) no material charges with respect to or relating to the Company, any of the Company Subsidiaries or any of its Subsidiaries the Domestic Company JVs are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible except for the enforcement of labor or employment laws to conduct an investigation with respect to or relating such exceptions to the Company or any of its Subsidiaries and no such investigation is in progressforegoing clauses (iv), (ixv) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (xvi) there are no material complaintswhich would not, lawsuits individually or other proceedings pending orin the aggregate, reasonably be expected to the knowledge of have a Material Adverse Effect on the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in disclosed on Section 3.25 3.12 of the Company Disclosure Schedule, : (ia) there is no are no, and in the three (3) years preceding the date of this Agreement have been no, unfair labor strikepractice charges or complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority; (b) there are no, and in the three (3) years preceding the date of this Agreement have been no, strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor dispute, slowdown, stoppage or lockout actually pending, disputes pending or, to the knowledge Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries, and during the past three years there has not been any such action, ; (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iiic) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organizationagreement; (d) there are not, (iv) none to the Knowledge of the employees of the Company Company, any union organizing or decertification activities underway or threatened concerning any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, ; (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (xe) there are no material complaintsemployment, lawsuits consulting or severance agreements or arrangements with any of the Company’s present or former directors, officers or other proceedings pending oremployees; (f) there are no written personnel policies, rules or procedures applicable to employees of the Company; (g) to the knowledge Knowledge of the Company, threatened in any forum by no executive or on behalf of employee at the store manager level or above (A) has any present intention to terminate their employment, or former (B) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any other Person besides the Company that would be material to the performance of such employee’s employment duties, or the ability of the Company to conduct its business; and (h) within the past three (3) years, the Company has not implemented any plant closing or layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any of its Subsidiaries alleging breach of any express similar foreign, state or implied contract of employmentlocal law, any law regulation or regulation governing employment or ordinance (collectively, the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship“WARN Act”).

Labor and Employment Matters. (ai) Except as set forth in Section 3.25 None of Parent or any of its Affiliates is a party to any collective bargaining agreement, works council or other labor union Contract or arrangement applicable to the Company Disclosure ScheduleBusiness Employees, (iii) to the Knowledge of Parent and Sellers, there are no activities or proceedings of any labor union, works council or any similar group to organize any Business Employees or any current union representation questions involving such employees, (iii) there is no labor strike, material labor disputecontroversy, slowdown, work stoppage or lockout actually pendingoccurring, or, to the knowledge Knowledge of Parent and Sellers, threatened, by or with respect to any Business Employees, (iv) to the CompanyKnowledge of Parent and Sellers, threatened there are no unfair labor practice complaints pending against the Company Parent or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries Affiliates before the National Labor Relations Board or any similar state or foreign agencyother Governmental Authority with respect to the Business Employees, (viv) there is are no material grievance arising out pending, and to the Knowledge of any collective bargaining agreementParent and Sellers, (vii) no material threatened, employment-related charges or litigation with respect to or relating to the Company or any of its Subsidiaries Business Employees are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesGovernmental Authority, (viiivi) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation there is no claim with respect to payment of wages, salary, vacation or relating to the Company overtime pay that has been asserted or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge Knowledge of the CompanyParent and Sellers, threatened in before any forum by Governmental Authority with respect to any Business Employee or on behalf of any present or former employee of Parent or its Affiliates that performed services primarily for the Company Business, (vii) Parent and its Affiliates have incurred no liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or under any similar Law that remains unsatisfied, and (viii) Parent and its Affiliates are, with respect to the Business Employees, in material compliance with all applicable Laws relating to employment, employment practices, compensation, the classification of its Subsidiaries alleging breach employees as exempt/non-exempt, the classification of any express individuals as employees or implied contract independent contractors, employee leave, hours, terms and conditions of employment, any law or regulation governing employment or and the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the of employment relationshipand unemployment insurance.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 the Company SEC Reports, there are no agreements or arrangements with or on behalf of any officer, director or employee providing for payment or other benefits to such person relating to termination of employment, a change of control of the Company, severance payments or retention bonuses. Neither the Company Disclosure Schedulenor any of its subsidiaries is a party to, or bound by, any collective bargaining agreement or other contracts, arrangements, agreements or understandings with a labor union or labor organization that was certified by the National Labor Relations Board (“NLRB”). There is no existing, or to the Company’s knowledge, pending or threatened, (i) there is no unfair labor strikepractice charge or complaint, material labor dispute, slowdown, stoppage labor arbitration proceeding or lockout actually pending, or, to any other matter before the knowledge of the Company, threatened NLRB or any other comparable state agency against or involving the Company or any of its Subsidiaries, and during the past three years there has not been any such actionsubsidiaries, (ii) no activity or proceeding by a labor organization claims union or representative thereof to represent the organize any employees of the Company or any of its Subsidiariessubsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party certification or decertification question relating to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of units at the employees premises of the Company or any of its Subsidiaries subsidiaries or (iv) lockout, strike, organized slowdown, work stoppage or work interruption with respect to such employees. Neither the Company nor any of its subsidiaries has failed to pay when due any wages, bonuses, commissions, benefits, penalties or assessments or other monies that are material in amount, owed to, or arising out of the employment of or any relationship or arrangement with, any officer, director, employee, sales representative, contractor, consultant or other agent, except where such failure to pay is represented the result of a bona fide good faith dispute by any labor organization the Company regarding the existence of or amount of such payment obligation. Within the three years prior to the Closing Date, there have been no, and the Company does has not have received any knowledge written threat or indication of any current organizing activities on behalf potential, citations, investigations, audits, administrative proceedings or formal charges or complaints of violations of any labor organization among federal, state or local employment laws which would reasonably be expected to have a Company Material Adverse Effect. This includes, without limitation: any audits or investigations of compliance with the employees Fair Labor Standards Act or any other wage and hour laws by the Department of Labor or by any other federal, state or local administrative agency; any investigations of compliance with Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act, or any other laws prohibiting employment discrimination by the Equal Employment Opportunity Commission or by any other federal, state or local administrative agency; and any complaints or charges filed with the Department of Labor, the Equal Employment Opportunity Commission, any other federal, state or local administrative agency, or any federal or state court against or involving the Company or any of its Subsidiariessubsidiaries. In addition, northe Company has no knowledge of any reasonable basis (as defined in Section 4.1.11) upon which any current employee, and any employee whose employment with the Company terminated for any reason during the three years prior to the knowledge of Closing Date, could claim: failure to pay the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to minimum wage and/or overtime as required by the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Fair Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out Standards Act; violation of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent wage and hour laws; violation of any federal, state, or local law prohibiting employment discrimination; and/or failure to provide any leave or foreign agency responsible for the enforcement of labor accommodation required by any federal, state, or local employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiplaws.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 Each of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of and its SubsidiariesSubsidiaries is, and during at all times since January 1, 2015, has been in compliance with all applicable Laws respecting employment and employment practices, including the past three years there Immigration Reform and Control Act or similar Laws of any jurisdiction, the Worker Adjustment Retraining and Notification Act (“WARN”) or similar Laws of any jurisdiction, any Laws respecting employment discrimination, sexual harassment, disability rights or benefits, equal opportunity, collective dismissals, plant closures, affirmative action, workers’ compensation, severance or other termination-related payments, worker classification, labor relations, wage and hour standards, occupational safety and health requirements or unemployment insurance, except where any such failure to be in compliance has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither had and would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any labor or collective bargaining agreement, or similar any other contract with a trade union, labor union, works council, or other labor organization (other than any industry-wide or statutorily mandated agreement governing terms and conditions in a non-U.S. jurisdiction). There is no unfair labor practice charge pending or, to the Knowledge of employment with the Company, overtly threatened which if determined adversely to the Company or its Subsidiaries has resulted in or would have a Material Adverse Effect. As of the date hereof, (i) to the Knowledge of the Company, there are no organizational campaigns, petitions or other activities or proceedings of any labor organizationunion, (iv) none works council or labor organization seeking recognition of a collective bargaining unit with respect to any of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against compel the Company or any of its Subsidiaries before the National Labor Relations Board to bargain with any such labor union, works council or labor organization (other than any similar state industry-wide or foreign agencystatutorily mandated agreement in a non-U.S. jurisdiction), (viii) there is are no material grievance arising out of any collective bargaining agreementstrikes, (vii) no material charges with respect to slowdowns, walkouts or relating work stoppages pending or, to the Company or any Knowledge of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesCompany, threatened, and (viiiiii) neither the Company nor any of its Subsidiaries has received notice of the intent of experienced any federalsuch strike, stateslowdown, local walkout or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progresswork stoppage since January 1, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship2015.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of Neither the Company Disclosure Schedule, (i) there is no nor any of its Subsidiaries has any labor strike, material labor dispute, slowdown, stoppage contracts or lockout actually pending, or, to collective bargaining agreements with any persons employed by the knowledge Company or any of the Company, threatened against its Subsidiaries or any persons otherwise performing services primarily for the Company or any of its Subsidiaries. To the Knowledge of the Company, and during the past three years there has not been any such action, (ii) are no unfair labor organization claims to represent the employees of practice complaints pending against the Company or any Subsidiary of the Company before the National Labor Relations Board (the “NLRB”) or any other labor relations tribunal or authority, except for such complaints that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. There are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries, (iii) neither except for such labor disputes that would not, individually or in the aggregate, reasonably be expected to be material to the Company nor any of and its Subsidiaries is taken as a party to whole. No labor organization or bound by any collective bargaining or similar agreement governing terms and conditions group of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company has made a pending demand for recognition or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither certification. Neither the Company nor any of its Subsidiaries has received notice experienced any material labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2004, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the NLRB or any other labor relations tribunal or authority, except for such demands, proceedings or petitions that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. Each of the intent Company and its Subsidiaries is in compliance with all applicable laws and agreements respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, except where any federalfailure to comply would not, stateor would not reasonably be expected to, local individually or foreign agency responsible in the aggregate have a Material Adverse Effect. Neither the Company nor its Subsidiaries are liable for the enforcement of labor any payment to any trust or employment laws other fund or to conduct an investigation any Governmental Entity, with respect to unemployment compensation benefits (other than routine payments to be made in the ordinary course of business consistent with past practice), except where any failure to comply would not or relating to would not reasonably be expected to, individually or in the Company or any of its Subsidiaries and no such investigation is in progressaggregate, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiphave a Material Adverse Effect.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 4.25 of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current union organizing activities on behalf of any labor organization among drive involving the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees, (v) the Company and its Subsidiaries are, and have at all times been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, (vi) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vivii) there is no material grievance arising out of any collective bargaining agreement, (viiviii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viiiix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, or to the knowledge of the Company, Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of Neither the Company Disclosure Schedulenor any of its Subsidiaries is a party to any collective bargaining agreement or similar agreement with a labor union or organization with respect to employees (other than as mandated or imposed by a Governmental Authority). There is currently no, and in the last three (3) years there has been no, material (i) there is no unfair labor strikepractice, material labor dispute, slowdown, stoppage dispute (including individual grievances) or lockout actually labor arbitration proceeding pending, or, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such actionSubsidiaries relating to their businesses, (ii) no activity or proceeding by a labor organization claims union or representative thereof to represent the knowledge of the Company to organize any employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party lockout, strike, slowdown, work stoppage, other job action or threat thereof by or with respect to such employees, or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiariescomplaint, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint claim against the Company or any of its Subsidiaries before pending or, to the National Labor Relations Board Company’s knowledge, threatened, with any public or any similar state Governmental Authority, arbitrator or foreign agencycourt based on, (vi) there is no material grievance arising out of any collective bargaining agreementof, (vii) no material charges in connection with respect to or otherwise relating to the employment or termination of employment or failure to employ by the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or of any other agency responsible for the prevention of unlawful employment practices, (viii) neither individual. Neither the Company nor any of its Subsidiaries has received notice of in the intent of last three (3) years had any federal, state, local actual or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation contingent material liability with respect to the misclassification of any service provider as an independent contractor rather than as an employee, or as exempt rather than non-exempt, or with respect to any employee leased from another employer, or with respect to any individual being improperly excluded from participation in any Employee Plan. The Company and its Subsidiaries are in material compliance with all Applicable Laws governing the employment of labor, including, without limitation, those relating to wages, hours, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” law (collectively, the “WARN Act”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax. There has been no “mass layoff” or “plant closing” as defined under the WARN Act with respect to the Company or any of and its Subsidiaries and no such investigation is in progress, within the six (ix6) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, months prior to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipEffective Time.

Labor and Employment Matters. (a) Except as set forth would not, individually or in Section 3.25 of the Company Disclosure Scheduleaggregate, reasonably be expected to have a material adverse effect on FoxHollow, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, pending or, to the knowledge of the CompanyFoxHollow, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company FoxHollow or any of its Subsidiaries, (iiiii) neither the Company nor no union, works council or other labor organization represents, or claims to represent, any group of its Subsidiaries is a party employees with respect to or bound their employment by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company FoxHollow or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current no union organizing activities on behalf of any labor organization among campaign with respect to the employees of the Company FoxHollow or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employeesSubsidiaries is threatened or underway, (viii) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company FoxHollow or any of its Subsidiaries pending or, to the knowledge of FoxHollow, threatened before the National Labor Relations Board or any similar state or foreign agency, (viiv) there is no material grievance arising out of pending relating to any collective bargaining agreementagreement or other grievance procedure, (viiv) no material charges with respect to or relating to the Company FoxHollow or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other state or foreign agency responsible for the prevention of unlawful employment practicespractices and (vi) no employee of FoxHollow or its Subsidiaries is in violation of (and to the knowledge of FoxHollow no written allegation has been made that any employee is in violation of) any term of any restrictive covenant, common law nondisclosure obligation, fiduciary duty, or other obligation to a former employer of any such employee relating (viiiA) neither to the Company right of any such employee to be employed by FoxHollow or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. Neither FoxHollow nor any of its Subsidiaries has received notice of the intent of is a party to a current conciliation agreement, consent decree, or other agreement or order with any federal, state, local or foreign agency responsible for the enforcement of Governmental Entity with respect to labor or employment laws practices. Section 3.1(q) of the FoxHollow Disclosure Schedule sets forth a complete and accurate list of all foreign works’ councils to conduct an investigation with respect to which FoxHollow or relating to any of its Subsidiaries are subject and the Company jurisdictions of each such works’ council or similar labor body and any collective bargaining agreement, works’ council or other similar labor agreement between FoxHollow or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about any union representative or similar employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company representative within FoxHollow or any of its Subsidiaries alleging breach of any express to which employees located outside the United States are subject. FoxHollow and its Subsidiaries have complied with all Applicable Law and all collective bargaining agreements, works’ council agreements or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct similar labor agreements in connection with the employment relationshipexecution and delivery of the Agreement and the consummation of the transactions contemplated by this Agreement, including but not limited to providing required notice.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) Xxxx-Xxxxx and all of the Xxxx-Xxxxx Subsidiaries are in compliance with all applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime, workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, the identification of particular employees or job classifications as “exempt” or “non-exempt” for purposes of such obligations, and any and all other matters involving compensation or benefits afforded to or not afforded to employees, contractors or consultants except for such noncompliance as would not reasonably be expected to have a Xxxx-Xxxxx Material Adverse Effect; (ii) as of the date hereof there is no unfair labor strike, material labor dispute, slowdown, stoppage practice charge or lockout actually pending, complaint pending before the National Labor Relations Board (the “NLRB”) or, to the knowledge Knowledge of the CompanyXxxx-Xxxxx, threatened against the Company Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries, ; (iii) as of the date hereof and during the past three years there has not been any such action, (ii) no labor organization claims strike, slowdown, work stoppage or lockout, pending or, to represent the employees Knowledge of the Company Xxxx-Xxxxx, threatened against or affecting Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, ; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, representation claim or petition pending before the NLRB or any similar foreign agency relating to the knowledge employees of the Company, threatened material unfair labor practice charge or complaint against the Company Xxxx-Xxxxx or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agencyXxxx-Xxxxx Subsidiaries; (v) as of the date hereof, (vi) there is no material grievance arising out Xxxx-Xxxxx has not received written notice of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries are pending before the Equal Employment Opportunity Commission or any other state, local or foreign agency responsible for the prevention of unlawful employment practices, ; and (viiivi) neither the Company nor Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries has have not received any written notice of the intent of from any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation with respect to or relating to the Company of Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries and and, to the Knowledge of Xxxx-Xxxxx, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) Chemical and all of the Chemical Subsidiaries are in compliance with all applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime, workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, workers’ compensation, the identification of particular employees or job classifications as “exempt” or “non-exempt” for purposes of such obligations, and any and all other matters involving compensation or benefits afforded to or not afforded to employees, contractors or consultants except for such noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Chemical; (ii) as of the date of this Agreement, there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint pending before the NLRB or, to the Knowledge of Chemical, threatened against the Company Chemical or any of its Subsidiaries before the National Labor Relations Board Chemical Subsidiaries; (iii) as of the date of this Agreement and during the past three (3) years, there has been no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of Chemical, threatened against or affecting Chemical or any similar state or foreign agency, of the Chemical Subsidiaries; (viiv) there is no material grievance arising out representation claim or petition pending before the NLRB or any similar foreign agency relating to the employees of Chemical or any collective bargaining agreementChemical Subsidiary; (v) as of the date of this Agreement, (vii) no material Chemical has not received written notice of charges with respect to or relating to the Company Chemical or any of its Subsidiaries are Chemical Subsidiary pending before the Equal Employment Opportunity Commission or any other agency Governmental Entity responsible for the prevention of unlawful employment practices, nor is there any claim pending before any court or administrative agency regarding any unlawful employment practices relating to Chemical or any Chemical Subsidiary; and (viiivi) neither the Company Chemical nor any of its Subsidiaries Chemical Subsidiary has received any written notice of the intent of from any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws of an intention to conduct an investigation with respect to of Chemical or relating any Chemical Subsidiary and, to the Company or any Knowledge of its Subsidiaries and Chemical, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth would not, individually or in Section 3.25 of the Company Disclosure Scheduleaggregate, reasonably be expected to have a material adverse effect on ev3, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, pending or, to the knowledge of the Companyev3, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company ev3 or any of its Subsidiaries, (iiiii) neither the Company nor no union, works council or other labor organization represents, or claims to represent, any group of its Subsidiaries is a party employees with respect to or bound their employment by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company ev3 or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current no union organizing activities on behalf of any labor organization among campaign with respect to the employees of the Company ev3 or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employeesSubsidiaries is threatened or underway, (viii) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company ev3 or any of its Subsidiaries pending or, to the knowledge of ev3, threatened before the National Labor Relations Board or any similar state or foreign agency, (viiv) there is no material grievance arising out of pending relating to any collective bargaining agreementagreement or other grievance procedure, (viiv) no material charges with respect to or relating to the Company ev3 or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other state or foreign agency responsible for the prevention of unlawful employment practicespractices and (vi) no employee of ev3 or its Subsidiaries is in violation of (and to the knowledge of ev3 no written allegation has been made that any employee is in violation of) any term of any restrictive covenant, common law nondisclosure obligation, fiduciary duty, or other obligation to a former employer of any such employee relating (viiiA) neither to the Company right of any such employee to be employed by ev3 or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. Neither ev3 nor any of its Subsidiaries has received notice of the intent of is a party to a current conciliation agreement, consent decree, or other agreement or order with any federal, state, local or foreign agency responsible for the enforcement of Governmental Entity with respect to labor or employment laws practices. Section 3.2(q) of the ev3 Disclosure Schedule sets forth a complete and accurate list of all foreign works’ councils to conduct an investigation with respect to which ev3 or relating to any of its Subsidiaries are subject and the Company jurisdictions of each such works’ council or similar labor body and any collective bargaining agreement, works’ council or other similar labor agreement between ev3 or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about any union representative or similar employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company representative within ev3 or any of its Subsidiaries alleging breach of any express to which employees located outside the United States are subject. ev3 and its Subsidiaries have complied with all Applicable Law and all collective bargaining agreements, works’ council agreements or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct similar labor agreements in connection with the employment relationshipexecution and delivery of the Agreement and the consummation of the transactions contemplated by this Agreement, including but not limited to providing required notice.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 Disclosure Schedule 3.16 lists the employees of the Company Disclosure ScheduleSeller and their current rates of compensation, dates of hire, status (ii.e., exempt or non-exempt) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiariesand eligibility for, and during the past three years there has not been participation in, Employee Benefit Plans. There are no collective agreements or bargaining relationships or other contracts or understandings with any such actionlabor organization with respect to Seller’s employees, (ii) the Seller has no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge Knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company organizational effort presently being made or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present labor union with respect to employees of the Seller, and to the Seller’s Knowledge no such efforts have occurred within the past three years, (iii) there is no worker’s compensation liability, experience or matter outside the ordinary course of business, (iv) there are no strikes, slowdowns, work stoppages, material grievances, material unfair labor practices claims or other material employee or labor disputes currently pending or threatened against or involving the Seller and none has occurred within the last three years, (v) the Seller has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act, (vi) during the three year period preceding the Closing Date, the Seller has not implemented any layoffs of employees that could implicate the Worker Adjustment and Retraining Notification Act, 29 U.S. Stat. § 2101 et seq. (the “WARN Act”), (vii) there are no pending or threatened in writing complaints or charges before any Governmental Authority regarding employment discrimination, safety or other employment related charges or complaints, wage and hour claims, unemployment compensation claims, worker’s compensation claims or the like involving any current or former employee of Seller, (viii) Seller is in compliance in all material respects with all legal requirements and contracts respecting employment and employment practices, labor relations, terms and conditions of employment and wages and hours and (ix) Buyer will not be subject to any claim or liability for severance pay as a result of the Company or any consummation of the transactions contemplated by this Agreement as long as Buyer fulfills its Subsidiaries alleging breach obligations under the term of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipthis Agreement.

Labor and Employment Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or similar agreement governing terms and conditions of employment with any other labor organization, (iv) none of the union contract applicable to employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor is any such agreement or contract presently being negotiated, (b) to the knowledge of Company, there are no activities or proceedings of any labor union to organize any employees of Company or any of its Subsidiaries or any current union representation questions involving such employees nor, to the knowledge of the Company, does have there been any question concerning representation exist concerning such employeesactivities or proceedings within the past three (3) years, (vc) there is no pendinglabor strike, controversy, slowdown, work stoppage or lockout occurring, or, to the knowledge of the Company, threatened material by or with respect to any employees of Company or any of its Subsidiaries, nor has any such action occurred or, to the knowledge of Company, been threatened, within the past three (3) years, (d) there are no unfair labor practice charge or complaint complaints pending or, to the knowledge of Company, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agencyother Governmental Entity, (vi) there is no material grievance arising out of any collective bargaining agreement, (viie) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending or, to the knowledge of Company, threatened before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesGovernmental Entity, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (xf) there are is no material complaints, lawsuits or other proceedings employment-related Action pending or, to the knowledge of the Company, threatened in with respect to any forum by or on behalf of any present current or former employee employees of the Company or any of its Subsidiaries, including any Actions with respect to payment of wages, salary or overtime pay and (g) neither Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with or citation by any Governmental Entity relating to employees or employment practices, and there are no pending or, to the knowledge of Company, threatened investigations, audits or similar proceedings alleging breach or violation of any express labor or implied contract employment law. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, Company and each Subsidiary are in compliance with all applicable Laws relating to employment, employment practices, compensation, hours, employee classification, contractor classification, terms and conditions of employment, any law or regulation governing employment or and the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipof employment.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of Neither the Company Disclosure Schedule, nor any of its Subsidiaries (i) there is no has agreed to recognize any labor strikeunion or labor organization, material nor has any labor dispute, slowdown, stoppage union or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent been certified, as the exclusive bargaining representative of any employees of the Company or any of its Subsidiaries; (ii) is a party to, otherwise bound by, or currently negotiating any collective bargaining agreement or other Contract with a labor union or labor organization; nor (iii) neither is the subject of any material proceeding asserting that the Company nor or any of its Subsidiaries has committed an unfair labor practice, nor, to the Knowledge of the Company as of the date hereof, is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with such proceeding threatened in writing. There is not now, nor has there been since the Applicable Date any labor organizationstrike, (iv) none walk-out, work stoppage, slow-down, lockout, or other material labor dispute involving the Company or any of its Subsidiaries nor, to the Knowledge of the Company, is any such dispute threatened in writing as of the date hereof. To the Knowledge of the Company, as of the date hereof, there is no campaign being conducted to solicit cards from employees of the Company or any of its Subsidiaries is represented to authorize representation by any a labor organization and organization. Since the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its SubsidiariesApplicable Date, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice have closed any plant or facility or effectuated any layoffs of employees or taken any other action that constitutes a “plant closing” or “mass layoff” as those terms are defined in the intent of United States Worker Adjustment and Retraining Notification Act or any federalsimilar Law, stateor the rules and regulations thereunder (collectively, local the “WARN Act”), or foreign agency responsible that would reasonably be expected to give rise to any material obligation thereunder, except for the enforcement of labor any such obligation that was fully satisfied on or employment laws prior to conduct an investigation with respect to or relating to December 31, 2014 such that the Company and its Subsidiaries have no further obligation or any liability in respect thereof. Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries and no such investigation is is, and, for the three years preceding the date of this Agreement, has been, in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship compliance in all material respectsrespects with all applicable Laws and Orders respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract conditions of employment, any law or regulation governing employment or the termination thereof or other discriminatoryclassification of employees, wrongful or tortious conduct in connection with the employment relationshipworkers’ compensation, occupational safety and health, immigration, affirmative action, employee and data privacy, plant closings, and wages and hours.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) Talmer and all of the Talmer Subsidiaries are in compliance with all applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime, workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, workers’ compensation, the identification of particular employees or job classifications as “exempt” or “non-exempt” for purposes of such obligations, and any and all other matters involving compensation or benefits afforded to or not afforded to employees, contractors or consultants except for such noncompliance as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Talmer; (ii) as of the date of this Agreement, there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint pending before the NLRB or, to the Knowledge of Talmer, threatened against the Company Talmer or any of its Subsidiaries before the National Labor Relations Board Talmer Subsidiaries; (iii) as of the date of this Agreement and during the past three (3) years, there has been no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of Talmer, threatened against or affecting Talmer or any similar state or foreign agency, of the Talmer Subsidiaries; (viiv) there is no material grievance arising out representation claim or petition pending before the NLRB or any similar foreign agency relating to the employees of Talmer or any collective bargaining agreementTalmer Subsidiary; (v) as of the date of this Agreement, (vii) no material Talmer has not received written notice of charges with respect to or relating to the Company Talmer or any of its Subsidiaries are Talmer Subsidiary pending before the Equal Employment Opportunity Commission or any other agency Governmental Entity responsible for the prevention of unlawful employment practices, nor is there any claim pending before any court or administrative agency regarding any unlawful employment practices relating to Talmer or any Talmer Subsidiary; and (viiivi) neither the Company Talmer nor any of its Subsidiaries Talmer Subsidiary has received any written notice of the intent of from any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws of an intention to conduct an investigation with respect to of Talmer or relating any Talmer Subsidiary and, to the Company or any Knowledge of its Subsidiaries and Talmer, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in on Section 3.25 3.19 of the Company Disclosure Schedule, (ia) the Seller is not, or ever has been, a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Seller in connection with the Business, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Business; (b) there is are no labor strikestrikes, material labor dispute, slowdown, stoppage slowdowns or lockout actually pending, work stoppages pending or, to the knowledge of the CompanySeller’s Knowledge, threatened against between the Company or Seller and any of its Subsidiariesemployees employed in connection with the Business, and during the Seller has never experienced any such controversy, strike, slowdown or work stoppage within the past three years there has not been any such action, five years; (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (vc) there is are no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint complaints pending against the Company or any of its Subsidiaries Seller before the National Labor Relations Board or any similar state other Governmental Authority or foreign agencyany current union representation questions involving employees of the Seller; (d) the Seller is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes; (vie) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges claim with respect to payment of wages, salary or relating overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Persons currently or formerly employed by the Company Seller in connection with the Business; (f) there is no charge of discrimination in employment or employment practices, for any of its Subsidiaries are reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission Commission, or any other agency responsible for Governmental Authority in any jurisdiction in which the prevention of unlawful employment practices, Seller has employed or currently employs any Person in connection with the Business; and (viiig) neither the Company Seller nor any of its Subsidiaries Affiliates has received notice of the intent of misclassified any federalperson as an independent contractor, statetemporary employee, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company leased employee, volunteer or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits other servant or agent compensated other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former than through reportable wages as an employee of the Company or Business (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipPlan.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 None of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries iBill Companies is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any other agreement with a labor union, and, to the knowledge of its Subsidiaries is represented Penthouse, there has been no effort by any labor organization and union or any other person during the Company does not have twenty-four (24) months prior to the date hereof to organize any knowledge of any current organizing activities on behalf of any labor organization among the employees or consultants of the Company iBill Companies who are not already members of a collective bargaining unit into one or any of its Subsidiariesmore collective bargaining units, nor, to the knowledge of the CompanyPenthouse, does are any question concerning representation exist concerning such employees, (v) there efforts being conducted. There is no pendingpending or, or to the knowledge of the CompanyPenthouse, threatened material labor dispute, strike or work stoppage which affects or which may affect the business of the iBill Companies, or which may interfere with its continued operations. To the knowledge of Penthouse, neither Penthouse, any other iBill Companies nor any agent, representative or employee thereof has within the last twenty-four (24) months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or threatened charge or complaint against the Company Penthouse by or any of its Subsidiaries before with the National Labor Relations Board or any similar state representative thereof. There has been no strike, walkout or foreign agency, work stoppage involving any of the employees or consultants of iBill Companies during the twenty-four (vi24) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating months prior to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice date hereof. Each of the intent of any federaliBill Companies has complied, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, with applicable laws, rules and (x) there are no material complaintsregulations relating to employment, lawsuits civil rights and equal employment opportunities or other proceedings pending employment practices, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended and the Immigration Reform and Control Act of 1986, as amended. Penthouse has received no notice of any claim before any governmental body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of employees or any governmental body or, to the knowledge of the Company, Penthouse is any such claim threatened in against any forum by or on behalf of any present or former employee of the Company iBill Companies. The iBill Companies are not a party to, or otherwise bound by, any order relating to its employees or employment practices. The iBill Companies have paid in full to all of its Subsidiaries alleging breach of any express or implied contract of employmentemployees all wages, any law or regulation governing employment or the termination thereof or salaries, commissions, bonuses, benefits and other discriminatory, wrongful or tortious conduct in connection with the employment relationshipcompensation due and payable to such employees.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 5.16(a) of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees none of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or to, bound by or has any obligation with respect to any collective bargaining agreement or similar agreement governing terms other labor union Contract, nor has it experienced any actual or threatened strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Except as has not resulted in, and conditions of employment with any labor organizationwould not reasonably be expected to result in, a material liability to the Company and the Company Subsidiaries, taken as a whole, (ivi) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge Subsidiaries has breached or otherwise failed to comply with the provisions of any current organizing Company collective bargaining agreement and there are no grievances or arbitrations outstanding thereunder; (ii) there are no labor organizational campaigns, corporate campaigns, petitions, demands for recognition or, to the Knowledge of the Company, other unionization activities on behalf seeking recognition of any labor organization among the employees of a bargaining unit at the Company or any of its the Company Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, ; (viii) there is are no pending, or to the knowledge of the Company, threatened material unfair labor practice charge charges, grievances, arbitrations or complaint against the Company other complaints or any of its Subsidiaries union matters before the National Labor Relations Board or any similar state other labor board of Governmental Authority or foreign agency, arbitrator (vipublic or private) that would reasonably be expected to affect the employees of the Company and the Company Subsidiaries; (iv) there is are no material grievance arising out current or, to the Knowledge of the Company, threatened strikes, slowdowns, lockouts, organized labor disputes or work stoppages, involving the Company or any of the Company Subsidiaries, and no such strike, slowdown, lockout, organized labor dispute or work stoppage has occurred within the two (2) years preceding the date hereof; (v) the execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of any collective bargaining agreement; (vi) the execution of this Agreement will not result in any breach or other violation of any notice, information or consultation obligations under applicable labor Law; (vii) no material charges with respect to or relating to the Company or any of its and the Company Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is have at all times been in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship compliance in all material respectsrespects with (x) the Worker Adjustment and Retraining Notification Act of 1988, or any similar applicable Law relating to plant closings and layoffs and (y) applicable Law respecting labor, employment, hiring, termination, immigration, fair employment practices (including equal employment opportunity Law), terms and conditions of employment, classification of employees, workers’ compensation, disability, discrimination, engagement of independent contractors, harassment, retaliation, and mandatory social insurance, occupational safety and health, affirmative action, plant closings, and wages and hours; and (xviii) there are no material complaintslegal actions, lawsuits government investigations, or other proceedings pending labor grievances pending, or, to the knowledge Knowledge of the Company, threatened in threatened, relating to any forum by or on behalf of employment related matter involving any present current or former employee of the Company or any Subsidiary or applicant, including, but not limited to, charges of its Subsidiaries alleging breach unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of any express a leave of absence, failure to provide compensation or implied contract of employmentbenefits, any law or regulation governing employment or the termination thereof unfair labor practices, or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipalleged violations of Law.

Labor and Employment Matters. (a) Except as set forth in on Section 3.25 3.11(a)(1) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement with any labor organization or similar representative of employees of the Company or its Subsidiaries, nor is any such agreement presently being negotiated by the Company or any of its Subsidiaries. Except as set forth on Section 3.11(a)(2) of the Company Disclosure Schedule, there are no (i) there unfair labor practice complaints pending against the Company or any of its Subsidiaries, or in which the Company or any of its Subsidiaries is no identified as an interested party, before the National Labor Relations Board or any other labor strikerelations tribunal or authority; (ii) representation petitions pending against the Company or any of its Subsidiaries, material or in which the Company or any of its Subsidiaries is identified as an interested party, before the National Labor Relations Board or any other labor disputerelations tribunal or authority; (iii) grievances or other Actions pending against the Company or any of its Subsidiaries filed by a labor organization recognized by the Company or any of its Subsidiaries; (iv) strikes, slowdownwork stoppages, stoppage slowdowns or lockout actually pending, other labor disputes involving a group of employees of the Company or its Subsidiaries pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has ; or (v) other liabilities or contingent liabilities that have not been any such action, (ii) no labor organization claims to represent paid and that have not been accrued or reserved against in the employees consolidated balance sheet of the Company or any of its Subsidiariesas at September 21, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by 2014, arising from employment guarantees under any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of agreements to which the Company or any of its Subsidiaries is represented a party, in the case of (i) and (iii), except for such matters that, individually or in the aggregate, would not reasonably be expected to (x) involve an amount or potential damages, liability or other obligation greater than $500,000, (y) prevent or materially delay the consummation by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company Transactions or any of its Subsidiaries, nor, to (z) adversely affect the knowledge operation of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened ’s business in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipmaterial respect.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the ​​​​​​​ The Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the or work rules or practices agreed to with any labor organization or employee association applicable to any employees of the Company Company, including, but not limited to, any leased or any temporary employees and employees on leave, (collectively, the “CID Employees”); (ii) as of its Subsidiaries is the date of this Agreement no CID Employees are represented by any labor organization and there are no organizational campaigns pending or, to the Company does not have any knowledge of any current organizing activities on behalf of Company’s Knowledge, threatened by any labor organization among or group of employees seeking recognition or certification as collective bargaining representative of any group of CID Employees; (iii) during the employees three (3) year period prior to the date of this Agreement, the Company or has not received any of its Subsidiariesdemand by any labor organization to represent any CID Employees, nor, and no Proceeding before any Governmental Authority related to the knowledge of the Company, does any question concerning representation exist concerning such employeesof CID Employees has occurred; (iv) as of the date of this Agreement there are no representation petitions, (v) there is no pendingunfair labor practice charges or complaints, jurisdictional disputes, union recognitional claims or to other matters within the knowledge jurisdiction of the National Labor Relations Board or any analogous state or local agency pending against the Company, or, to the Company’s Knowledge, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar analogous state or foreign local agency; (v) as of the date of this Agreement, there are no grievance or arbitration Proceedings arising under any collective bargaining agreement or policy of the Company pending, or, to the Company’s Knowledge, threatened against the Company; (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice as of the intent date of any federalthis Agreement, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no strikes, controversies, slowdowns, work stoppages, lockouts or material complaints, lawsuits or other proceedings labor disputes pending or, to the knowledge of Company’s Knowledge threatened, against or affecting the Company, threatened in and there has not been any forum by such action during the past three years. Copies of all collective bargaining agreements or on behalf of similar agreements with any present or former employee of labor organization, to which the Company is a party or any of its Subsidiaries alleging breach of any express or implied contract of employmentbound, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiphave been provided to Buyer.

Labor and Employment Matters. (ai) Except as set forth in Section 3.25 None of Parent or any of its Affiliates is a party to any collective bargaining agreement, works council or other labor union Contract or arrangement applicable to the Company Disclosure ScheduleBusiness Employees, (iii) to the Knowledge of Parent and Sellers, there are no activities or proceedings of any labor union, works council or any similar group to organize any Business Employees or any current union representation questions involving such employees, (iii) there is no labor strike, material labor disputecontroversy, slowdown, work stoppage or lockout actually pendingoccurring, or, to the knowledge Knowledge of Parent and Sellers, threatened, by or with respect to any Business Employees, (iv) to the CompanyKnowledge of Parent and Sellers, threatened there are no unfair labor practice complaints pending against the Company Parent or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries Affiliates before the National Labor Relations Board or any similar state or foreign agencyother Governmental Authority with respect to the Business Employees, (viv) there is are no material grievance arising out pending, and to the Knowledge of any collective bargaining agreementParent and Sellers, (vii) no material threatened, employment-related charges or litigation with respect to or relating to the Company or any of its Subsidiaries Business Employees are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesGovernmental Authority, (viiivi) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation there is no claim with respect to payment of wages, salary, vacation or relating to the Company overtime pay that has been asserted or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge Knowledge of the CompanyParent and Sellers, threatened in before any forum by Governmental Authority with respect to any Business Employee or on behalf of any present or former employee of Parent or its Affiliates that performed services primarily for the Company Business, (vii) Parent and its Affiliates have incurred no liability or obligation under the Worker 45 Adjustment and Retraining Notification Act and the regulations promulgated thereunder or under any similar Law that remains unsatisfied, and (viii) Parent and its Affiliates are, with respect to the Business Employees, in material compliance with all applicable Laws relating to employment, employment practices, compensation, the classification of its Subsidiaries alleging breach employees as exempt/non-exempt, the classification of any express individuals as employees or implied contract independent contractors, employee leave, hours, terms and conditions of employment, any law or regulation governing employment or and the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the of employment relationshipand unemployment insurance.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there There is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, pending or, to the knowledge of the CompanyBuyer’s Knowledge, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company Buyer or any of its Subsidiaries, (iiiii) neither the Company nor no union or labor organization represents, or claims to represent, any group of employees with respect to their employment by Buyer or any of Subsidiaries and, to the Buyer’s Knowledge, no union organizing campaign with respect to the employees of Buyer or its Subsidiaries is a party to threatened or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organizationunderway, (iviii) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the CompanyBuyer’s Knowledge, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company Buyer or any of its Subsidiaries pending or threatened before the National Labor Relations Board or any similar state or foreign agencyagency or Governmental Body, (viiv) to the Buyer’s Knowledge, there is no material grievance arising out of pending relating to any collective bargaining agreementagreement or other grievance procedure, (viiv) to the Buyer’s Knowledge, no material charges with respect to or relating to the Company Buyer or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency or Governmental Body responsible for the prevention of unlawful employment practicespractices and (vi) to the Buyer’s Knowledge of Buyer, (viii) neither no employee of the Company nor any of Buyer or its Subsidiaries has received notice of the intent is in violation of any federalterm of any restrictive covenant, statecommon law nondisclosure obligation, local fiduciary duty, or foreign agency responsible for the enforcement other obligation to a former employer of labor or employment laws to conduct an investigation with respect to or any such employee relating (A) to the Company right of any such employee to be employed by Buyer or any of its Subsidiaries and no such investigation is in progress, or (ixB) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge or use of trade secrets or proprietary information, in each case which would have a Material Adverse Effect on the Company, threatened in any forum by Buyer or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipSubsidiaries.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 None of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is Corporations are a party to or bound by any collective bargaining agreement or similar any other agreement governing terms and conditions of employment with any a labor organizationunion, (iv) none and, to the knowledge of the employees of the Company Stockholders or any of its Subsidiaries is represented Corporations, there has been no effort by any labor organization and union or any other person during the Company does not have twenty-four (24) months prior to the date hereof to organize any knowledge of any current organizing activities on behalf of any labor organization among the employees or consultants of the Company Corporations who are not already members of a collective bargaining unit into one or any of its Subsidiariesmore collective bargaining units, nor, to the knowledge of the CompanyStockholders or Corporations, does are any question concerning representation exist concerning such employees, (v) there efforts being conducted. There is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the CompanyStockholders, threatened labor dispute, strike or work stoppage which affects or which may affect the business of the Corporations, or which may interfere with its continued operations. To the knowledge of the Stockholders or Corporations, neither the Stockholders, nor any of the Corporations nor any of their respective agents, representatives or employees thereof has within the last twenty-four (24) months committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or threatened charge or complaint against the Stockholders or Corporations by or with the National Labor Relations Board or any forum representative thereof. There has been no strike, walkout or work stoppage involving any of the employees or consultants of the Corporations during the twenty-four (24) months prior to the date hereof. Each of the Corporations and Stockholders have complied, in all material respects, with applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities or other employment practices, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, as amended and the Immigration Reform and Control Act of 1986, as amended. The Corporations have not received notice of any claim before any governmental body brought by or on behalf of any present employee, prospective employee, former employee, retiree, labor organization or former employee other representative of employees or any governmental body or, to the knowledge of the Company Stockholders or Corporations is any such claim threatened against the Corporations. The Corporations are not a party to, or otherwise bound by, any order relating to its employees or employment practices. The Corporations have paid in full to all of its Subsidiaries alleging breach of any express or implied contract of employmentemployees all wages, any law or regulation governing employment or the termination thereof or salaries, commissions, bonuses, benefits and other discriminatory, wrongful or tortious conduct in connection with the employment relationshipcompensation due and payable to such employees.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 3.12(a) of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party party, or otherwise subject, to or bound by any collective bargaining Contract or similar other agreement governing terms and conditions with a labor union, works council or other employee representative body; (ii) to the Knowledge of employment with the Company, as of the date hereof, there are no activities or proceedings of any labor organizationunion, (iv) none works council or other employee representative body to organize any employees of the Company or any of its Subsidiaries, there is no demand for recognition as the exclusive bargaining representative of any employees that has been made by or on behalf of any labor union, works council or other employee representative body, and there have been no such activities, proceedings or demands since October 1, 2014 (iii) no employee of the Company or any of its Subsidiaries is represented by any labor organization and union, works council or other employee representative body with respect to his or her employment with the Company does not or any of its Subsidiaries; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, picketing, lockout, slowdown, work stoppage or similar activity, and there have been no such activities since October 1, 2014; (v) as of the date hereof, there is no unfair labor practice charge against the Company or any knowledge of its Subsidiaries pending before the National Labor Relations Board or any other labor relations authority; (vi) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened Legal Action by or before any Governmental Authority with respect to any current organizing activities on behalf of any labor organization among the employees or former employees, applicants or independent contractors of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, ; (vii) no material charges with respect to or relating to the Company or any of and its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful in material compliance, and since October 1, 2014 have been in material compliance with all material Laws related to employment, employment practices, wages, hours, immigration and other terms and conditions of employment (including without limitation affirmative action obligations, occupational health and safety and the classification and compensation of employees and independent contractors for purposes of the Fair Labor Standards Act and similar state Laws); (viii) neither the Company nor any of its Subsidiaries has received notice has, during the three year period prior to the date hereof, taken any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the intent of any federal, state, local Worker Adjustment and Retraining Notification Act or foreign agency responsible for the enforcement of labor similar state Law or employment laws to conduct an investigation with respect to otherwise trigger mass layoff or relating to plant closing obligations under applicable Law; and (ix) neither the Company or nor any of its Subsidiaries and no such investigation is in progresswill incur any notice, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9information, collects such information and follows applicable Laws governing U.S. citizenship in all material respectsconsultation, and (x) there are no material complaintsconsent or similar obligations with respect to any labor union, lawsuits works council or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct representative body in connection with the employment relationshipexecution of this Agreement or the Transactions.

Labor and Employment Matters. (a) Except as set forth in on Section 3.25 4.12(a) of the Company Disclosure Schedule, and other than pursuant to extension orders (itzavei harchava) there which generally apply to all employees in Israel, neither Acquired Company is no a party to any labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, collective bargaining Contract that pertains to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any Acquired Companies. Neither of its Subsidiariesthe Acquired Companies is presently, (iii) neither nor have they been in the Company nor any of its Subsidiaries is past, a party to or bound by any union or labor Contract or agreement, collective bargaining agreement or similar agreement governing terms and conditions Contract or industrial extension order, or CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. have ever been members of employment with any labor employers’ association or organization, (iv) none of the employees of the Company or involving any of its Subsidiaries is represented by employees or employee representatives, or are otherwise required (under any Law, Contract or otherwise) to provide benefits or working conditions under any of the foregoing and there are no, and there have never been any labor organization organizations representing, and to the Company does not have any knowledge of any current organizing Company’s Knowledge there are no activities on behalf or proceedings of any labor organization among the employees of the Company union or works council or other employee representation group purporting to represent or seeking to represent or to organize any of its Subsidiariesemployees, norand there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company’s Knowledge, threatened material unfair labor practice charge to be brought or complaint against the Company or any of its Subsidiaries before filed, with the National Labor Relations Board or any similar state or foreign agency, (vi) there other labor relations tribunal. There is no material grievance arising out labor dispute, strike, controversy, slowdown, work stoppage or lockout against or affecting either of any collective bargaining agreement, (vii) no material charges with the Acquired Companies. With respect to the transactions contemplated by this Agreement, the Acquired Companies have no notice, consultation or relating bargaining obligations owed to the Company its employees or their representatives under applicable Law or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respectscontract, and (x) there are no material complaintsall such obligations, lawsuits or other proceedings pending orif any, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiphave been satisfied.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 SECTION 4.25 of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current union organizing activities on behalf of any labor organization among drive involving the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees, (v) the Company and its Subsidiaries are, and have at all times been, in material compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, (vi) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vivii) there is no material grievance arising out of any collective bargaining agreement, (viiviii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viiiix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, or to the knowledge of the Company, Company threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there is no labor strikeEach party has provided the other a true and complete list, material labor disputein each case for 2022 and for 2023 through June 30, slowdown2023, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any (i) all employees of it and its Subsidiaries, including for each such employee: name, unique employee identification number, hire date, work location, current annual salary and during the past three years there has not been any such action, incentive compensation and (ii) no labor organization claims to represent the employees of the Company all independent contractors or any of consultants used by it or its Subsidiaries, including for each such person: name, contact information, description of the services performed, consulting fee and consulting term. (iiiii) neither the Company Neither it nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, contract or similar other agreement governing terms and conditions of employment or understanding with any a labor union or labor organization, (iv) none of the employees of the Company nor is it or any of its Subsidiaries is represented by the subject of a pending or, to its Knowledge, threatened Proceeding asserting that it or any such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel it or any such Subsidiary to bargain with any labor organization and the Company does not have as to wages or conditions of employment, nor is there any knowledge strike or other labor dispute involving it or any of its Subsidiaries pending or, to its Knowledge, threatened, nor is it, to its Knowledge, subject to any current organizing activities on behalf of any labor organization among the employees of the Company activity involving its or any of its Subsidiaries, nor, ’ employees seeking to the knowledge of the Company, does any question concerning representation exist concerning such employees, certify a collective bargaining unit or engaging in other organizational activity. (viii) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of It and its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship have complied in all material respectsrespects with all applicable state and federal equal employment opportunity laws and regulations and other laws and regulations related to employment, including those related to wages, hours, working classification, and (xcollective bargaining, and, except as otherwise set forth in Section 3.3(n)(iii) of its Disclosure Letter, there are no material complaints, lawsuits or other proceedings Proceedings of any nature pending or, to the knowledge of the Companyits Knowledge, threatened in any forum against it or its Subsidiaries brought by or on behalf of any present applicant for employment, any current or former employee employee, any person alleging to be a current or former employee, any class of the Company foregoing, or any of its Subsidiaries Governmental Authority, relating to any such law, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.with it or

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Labor ---------------------------- ----- Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound -------- by any collective bargaining agreement or similar agreement governing terms and conditions of employment relationship with any labor organization, (iv) none of . Except as set forth in the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, norLabor Schedule, to the knowledge of the -------------- Company, does with respect to the Company and its Subsidiaries: (a) no executive, key employee or group of employees has any plans to terminate employment; (b) no labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition; (c) no union organizing or decertification efforts are underway or threatened and no other question concerning representation exist concerning such employeesexists; (d) within the past five years no labor strike, work stoppage or slowdown, or other labor dispute has occurred, and none is underway or threatened; (ve) there is no pendingemployment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or threatened in any forum, relating to the knowledge of the Company, threatened material unfair labor practice charge an alleged violation or complaint against breach by the Company or any of its Subsidiaries before the National Labor Relations Board (or their officers or directors) of any similar state law, regulation or foreign agencycontract; and, (vif) there is no material grievance arising out neither the Company nor its Subsidiaries has committed any act or omission giving rise to liability for any violation identified in subsection (e) above, or as a result of any adverse xxxxxxx'x compensation experience. Any notice required under any law or collective bargaining agreementagreement has been given, (vii) no material charges and all bargaining obligations with respect any employee representative have been or will be satisfied prior to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither Closing. Neither the Company nor any of its Subsidiaries has received notice implemented any plant closing or mass layoff of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee employees of the Company or any of its Subsidiaries alleging breach as those terms are defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any express similar state or implied contract of employment, any local law or regulation governing employment regulation, and no layoffs that could implicate such laws or regulations will be implemented before Closing without advance notification to the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipPurchasers.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 (i) CFC and all of the Company CFC Subsidiaries are in compliance with all applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime, workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, workers’ compensation, the identification of particular employees or job classifications as “exempt” or “non-exempt” for purposes of such obligations, and any and all other matters involving compensation or benefits afforded to or not afforded to employees, contractors or consultants; (ii) except as disclosed on Section 3.17(a) of the CFC Disclosure Schedule, (i) as of the date of this Agreement, there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint pending before the NLRB or, to the Knowledge of CFC, threatened against the Company CFC or any of its Subsidiaries before the National Labor Relations Board CFC Subsidiaries; (iii) as of the date of this Agreement and during the past three years, there has been no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of CFC, threatened against or affecting CFC or any similar state or foreign agency, of the CFC Subsidiaries; (viiv) there is no material grievance arising out representation claim or petition pending before the NLRB or any similar foreign agency relating to the employees of CFC or any collective bargaining agreementCFC Subsidiary; (v) as of the date of this Agreement, (vii) no material CFC has not received written notice of charges with respect to or relating to the Company CFC or any of its Subsidiaries are CFC Subsidiary pending before the Equal Employment Opportunity Commission or any other agency Governmental Entity responsible for the prevention of unlawful employment practices, nor is there any claim pending before any court or administrative agency regarding any unlawful employment practices relating to CFC or any CFC Subsidiary; and (viiivi) neither the Company CFC nor any of its Subsidiaries CFC Subsidiary has received any written notice of the intent of from any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws of an intention to conduct an investigation with respect to of CFC or relating any CFC Subsidiary and, to the Company or any Knowledge of its Subsidiaries and CFC, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 3.12 of the ---------------------------- ------------------- Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage Schedule sets forth all collective bargaining agreements --------------------------- to which or lockout actually pending, or, to the knowledge of the Company, threatened against by which the Company or any of its SubsidiariesSubsidiary is a party or bound (the "Collective Bargaining Agreements"). Other than the Collective Bargaining -------------------------------- Agreements, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is Subsidiary is, or at any time has been, a party to or bound by any collective bargaining agreement or similar agreement governing terms and conditions of employment with any other labor organization, (iv) none of the employees of union agreements applicable to Persons employed by the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its SubsidiariesSubsidiary, nor, to the knowledge of the Company, does are there any question concerning representation exist concerning such employees represented by a labor union, works council or other labor organization or activities or proceedings of any labor union, works council or group of employees to organize any such employees. The Company has delivered or made available to Parent true, (v) there is no pendingcorrect and complete copies of each Collective Bargaining Agreement, or as amended to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither date. Neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending orSubsidiary party thereto nor, to the knowledge of the Company, threatened the other party or parties thereto, is in any forum by or on behalf breach of any present or former employee term of any such Collective Bargaining Agreement. From January 1, 2003 to the date of this Agreement, there has been no actual or, to the knowledge of the Company or any of Subsidiary, threatened work stoppage, slowdown, labor strike, lockout or labor dispute against or affecting the Company or any Subsidiary. The Company and its Subsidiaries alleging breach (a) have no direct or indirect liability with respect to any misclassification of any express or implied contract of Persons as an independent contractor rather than as an employee, except for those misclassifications that have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (b) are in material compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, and (c) have complied in all material respects with Executive Order 11246 and any law or regulation governing employment or similar Laws regarding affirmative action and nondiscrimination applicable to government contractors. The Company and its Subsidiaries are and have been in compliance with all notice and other requirements under the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipWorkers' Adjustment Retraining Notification Act and any similar Laws relating to plant closings and layoffs.

Labor and Employment Matters. (a) Except as to the extent set forth in Section 3.25 of the Company Disclosure Schedule, SCHEDULE 5.13: (ia) there is no material labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, or to the best knowledge of the CompanyWWC, threatened threatened, against the Company or any of its Subsidiariesaffecting WWC, and during the past three years since inception there has not been any such action, ; (iib) no labor organization union claims to represent the employees of the Company or any of its Subsidiaries, WWC; (iiic) neither the Company nor any of its Subsidiaries WWC is not a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of WWC; (ivd) none of the employees of the Company or any of its Subsidiaries WWC is represented by any labor organization and the Company WWC does not have any knowledge of any material current union organizing activities on behalf of any labor organization among the employees of the Company or any of its SubsidiariesWWC, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees; (e) there are no material written personnel policies, rules or procedures generally applicable to the employees of WWC, other than those set forth in SCHEDULE 5.13, true and correct copies of which have heretofore been delivered or made available or will be made available to WWC; (vf) WWC is, and has at all times been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and WWC is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (g) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against WWC pending or, to the Company or any best knowledge of its Subsidiaries WWC, threatened before the National Labor Relations Board or any similar state or foreign agency, ; (vih) there is no material grievance arising out of any collective bargaining agreementagreement or other grievance procedure against WWC pending or, to the best knowledge of WWC, threatened; (viii) to the best knowledge of WWC, no material charges with respect to or relating to the Company or any of its Subsidiaries WWC are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, ; (viiij) neither the Company nor any of its Subsidiaries WWC has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to WWC and, to the Company or any best knowledge of its Subsidiaries and WWC, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, ; and (xk) there are no material complaints, lawsuits or other proceedings pending or, to the best knowledge of the CompanyWWC, threatened in any forum by or on behalf of any present or former employee of WWC, any applicant for employment or classes of the Company or any of its Subsidiaries foregoing alleging breach of any express or implied contract of or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious tortuous conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth The Company has no ---------------------------- knowledge of any actionable violation by it or any of its Subsidiaries of any federal, state or local law relating to employment practices, discrimination in Section 3.25 the hiring, promotion or pay of employees or any applicable wage or hour laws, or of any provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the ----- rules and regulations promulgated thereunder that could reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. There is (A) no material unfair labor practice complaint pending against the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, any of its Subsidiaries or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, before the National Labor Relations Board or any state or local labor relations board, and during no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending against the past three years there has not been Company or any such actionof its Subsidiaries or, (ii) no labor organization claims to represent the employees knowledge of the Company, threatened against the Company or any of its Subsidiaries, (iiiB) neither no labor strike, dispute, slowdown or stoppage ("Labor ----- Dispute") in which the Company nor or any of its Subsidiaries is a party involved nor, to ------- the knowledge of the Company, is any Labor Dispute imminent, other than routine disciplinary and grievance matters, or bound by any collective bargaining or similar agreement governing terms and conditions of employment (C) no union representation question existing with any labor organization, (iv) none of respect to the employees of the Company or any of its Subsidiaries is represented by except with respect to any labor organization and matter specified in clause (A), (B) or (C) above as could not reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. Except as disclosed in the Subsidiary SEC Filings, there exist no material employment, consulting, severance or termination agreements or arrangements between the Company does not have or any knowledge of its Subsidiaries, on the one hand, and any current organizing activities on behalf of any labor organization among the employees or former officer or director of the Company or any of its Subsidiaries, noron the other hand, and there are no collective bargaining or other labor union agreements to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against which the Company or any of its Subsidiaries before the National Labor Relations Board is a party or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or by which any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation them is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipbound.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 3.22(a) of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Acquired Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement or bound other labor union contract applicable to Persons employed by any Acquired Company or Subsidiary, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect any Acquired Company or Subsidiary; (b) to the Sellers’ Knowledge, there are no controversies, strikes, slowdowns or work stoppages pending or threatened between any Acquired Company or Subsidiary and any of their respective employees, and no Acquired Company or Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) no Acquired Company or Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or similar agreement governing terms union contract, and conditions of employment with there are no grievances outstanding against any labor organization, (iv) none of the employees of the Acquired Company or Subsidiary under any of its Subsidiaries is represented by any labor organization and the Company does not such agreement or contract which could have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, a Material Adverse Effect; (d) to the knowledge of the CompanySellers’ Knowledge, does any question concerning representation exist concerning such employees, (v) there is are no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint complaints pending against the any Acquired Company or any of its Subsidiaries Subsidiary before the National Labor Relations Board or any similar state other Governmental Authority or foreign agency, (vi) there is no material grievance arising out any current union representation questions involving employees of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Acquired Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesSubsidiary which could have a Material Adverse Effect; (e) each Acquired Company and Subsidiary is currently in compliance, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, with all applicable Laws relating to the employment of labor, including those related to worker classification, wages, hours, collective bargaining and (x) there are no material complaintsthe payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of any Acquired Company or Subsidiary and is not liable for any arrears of wages, lawsuits Taxes, penalties or other proceedings pending or, sums for failure to the knowledge comply with any of the Companyforegoing; (f) each Acquired Company and Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, threatened in any forum by salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no claim with respect to worker classification or the payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any present Governmental Authority with respect to any Persons currently or former employee formerly employed by any Acquired Company or Subsidiary; (h) no Acquired Company or Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) except as set forth in Section 3.22(i) of the Disclosure Schedule, to the Sellers’ Knowledge, there is no charge or proceeding with respect to a violation of any occupational safety or health standard that has been asserted or is now pending or threatened with respect to any Acquired Company or any Subsidiary; and (j) except as set forth in Section 3.22(j) of its Subsidiaries alleging breach the Disclosure Schedule, there is no charge of any express or implied contract of employment, any law or regulation governing discrimination in employment or the termination thereof employment practices, for any reason, including age, gender, race, religion or other discriminatorylegally protected category, wrongful which has been asserted or tortious conduct is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in connection with the employment relationshipany jurisdiction in which any Acquired Company or Subsidiary has employed or currently employs any Person.

Labor and Employment Matters. (a) Schedule 4.14 contains a complete and accurate list of the following information for each employee of the Company, including each employee on leave of absence or layoff status: name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since December 31, 2004; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Benefit Plan. Except as set forth in Section 3.25 of Schedule 4.14 hereto, (a) the Company Disclosure Scheduleis, and has never been, a party to any collective bargaining agreement or other labor contract; (ib) there has not been, there is no labor strikenot presently pending or existing, material labor dispute, slowdown, stoppage or lockout actually pending, or, and to the knowledge of the Shareholders there is not threatened, any strike, slowdown, picketing, work stoppage, lock out, or employee grievance process involving the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, ; (iic) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Shareholders, no event has occurred or circumstance exists that could reasonably be expected to provide the basis for any work stoppage or other labor dispute involving the Company, does any question concerning representation exist concerning such employees, (vd) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Shareholders threatened, against or affecting the Company any charge or complaint filed with any governmental authority, (e) no application or petition for an election of or for certification of a collective bargaining agent is pending with respect to the Company, threatened in (f) there is no grievance or arbitration proceeding against the Company by any forum by or on behalf of any present or former employee of the Company, and (g) there is no lockout of any employees by the Company. All current employees of the Company who provide services for the business of the Company maintain all necessary certifications, professional qualifications and experience for the their respective positions and job responsibilities. Except as otherwise set forth in Schedule 4.14, the Company's current employees, officers and directors have not been charged with, convicted of or pled guilty to crimes of theft or dishonesty, financial misconduct, or offenses related to the delivery of health care; nor have any of the Company's current officers, directors, or employees been excluded from participation in Medicare, Medicaid or any of its Subsidiaries alleging breach of any express other state or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipfederal government reimbursement program.

Labor and Employment Matters. (a) Except as to the extent set forth in Section 3.25 3.15(a) of the Company Disclosure Schedule, : (i) there is no material labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, or to the knowledge of the Company, threatened threatened, against or affecting the Company or any of its Subsidiaries, and during the past three years since July 1, 1995 there has not been any such action, ; (ii) no labor organization union claims to represent the employees of the Company or any of its Subsidiaries, ; (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any material current union organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees, ; (v) there are no material written personnel policies, rules or procedures generally applicable to the employees of the Company or any of its Subsidiaries, other than those set forth in Section 3.15(a) of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered or made available to Republic; (vi) the Company and each of its Subsidiaries are, and have at all times been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and the Company and each of its Subsidiaries are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (vii) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, ; (viviii) there is no material grievance arising out of any collective bargaining agreementagreement or other grievance procedure against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened; (viiix) to the knowledge of the Company, no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, ; (viiix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and and, to the knowledge of the Company, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, ; and (xxi) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) The collective bargaining agreements and labor union Contracts to which the Company or any Company Subsidiary is a party applicable to employees of the Company or any Company Subsidiary are set forth on Section 3.10 of the Company Disclosure Schedule. Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in on Section 3.25 3.10 of the Company Disclosure Schedule, (ia) to the Knowledge of the Company, there are no activities or proceedings of any labor union, works council, representative body or other organization to organize any employees of the Company or any Company Subsidiary or any current union representation questions involving such employees and no such activities or proceedings have been threatened, (b) there is no labor strike, material labor disputecontroversy, slowdown, work stoppage or lockout actually pendingoccurring, or, to the knowledge Knowledge of the Company, threatened by or with respect to any employees of the Company or any Company Subsidiary, (c) to the Knowledge of the Company, there are no unfair labor practice complaints pending or threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries Subsidiary before the National Labor Relations Board or any similar state or foreign agencyother Governmental Authority, (vid) there is to the Knowledge of the Company, no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries Company Subsidiary are pending or threatened before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesGovernmental Authority, (viiid) there are no Actions with respect to payment of wages, salary or overtime pay that have been asserted or are pending or, to the Knowledge of the Company, threatened before any Governmental Authority by or with respect to any current or former employees of the Company or any Company Subsidiary, and (e) neither the Company nor any Company Subsidiary has, during the past ninety (90) day period, taken any action which would require any compliance under the Worker Adjustment and Retaining Notification Act of its Subsidiaries has received notice of 1988 (the intent “WARN Act”) or similar applicable state or local Law, including the termination or laying off of any federalemployees, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) other action that could constitute a “plant closing” or “mass layoff” as those terms are defined by the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows WARN Act or similar applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits state or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiplocal Law.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of To the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge Knowledge of the Company, threatened against the Company or any and Company Subsidiaries have complied in all material respects with all applicable Law related to the employment of its Subsidiarieslabor, including provisions thereof relating to wages, hours, equal employment opportunity, collective bargaining, non-discrimination, and during the past three years there has not been any such actionwithholding and payment of social security and other Taxes. There are no complaints, (ii) no labor organization claims to represent the employees of the Company charges, lawsuits, arbitrations or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no other proceedings pending, or to the knowledge of the Company’s Knowledge, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries Company Subsidiary alleging any claim for material damages including breach of any express or implied contract of employment, wrongful termination, infliction of emotional distress or violation of any Federal, state or local statutes or regulations concerning terms and conditions of employment, including wages and hours, employee safety, termination of employment and/or workplace discrimination and harassment. Since December 31, 2006, neither the Company nor any Company Subsidiary has retaliated against any employee (i) who had previously submitted to his or her supervisor or anyone else in a position of authority with the Company or Company Subsidiary any written, or to the Knowledge of the Company, oral complaint, concern or allegation regarding any alleged unlawful conduct by any of the Company, the Company Subsidiaries or their employees relating to accounting, internal accounting controls or auditing matters, or (ii) who, to the Knowledge of the Company, has provided information to, or otherwise assisted any investigation by, any law or regulation governing employment or the termination thereof enforcement, regulatory or other discriminatoryGovernmental Entity. Since December 31, wrongful 2009, there has been no labor union organizing or, to Company’s Knowledge, any attempt to organize any employees of Company or tortious conduct in connection any Company Subsidiary into one or more collective bargaining units, (y) there is no labor strike, slowdown, stoppage or lockout actually pending, or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary and (z) neither the Company nor any Company Subsidiary is a party to or bound by any collective bargaining or similar agreement with the employment relationshipany labor organization.

Labor and Employment Matters. (a) Neither the Company nor any Company Subsidiary is, has ever been, a party to any collective bargaining, trade union or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and, to the knowledge of the Company, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit with respect to employees of the Company or any Company Subsidiary. Except as set forth in on Section 3.25 3.11(a) of the Company Disclosure ScheduleLetter, (i) there is are no labor strikes, slowdowns or work stoppages pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective employees, and neither the Company nor any Company Subsidiary has experienced any such strike, material slowdown or work stoppage within the past five years; (ii) there are no unfair labor dispute, slowdown, stoppage or lockout actually pending, practice complaints pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries Subsidiary before the National Labor Relations Board or any similar state other Governmental Authority or foreign agencyany current union representation questions involving employees of the Company or any Company Subsidiary; (iii) the Company and each Company Subsidiary are currently in compliance with all Laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes; (viiv) there is no material grievance arising out charge of any collective bargaining agreement, (vii) no material charges with respect to discrimination in employment or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor for any of its Subsidiaries has received notice of the intent of any federalreason, stateincluding age, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progressgender, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9race, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits religion or other proceedings legally protected category, which has been asserted or is now pending or, to the knowledge Knowledge of the Company, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any forum by jurisdiction in which the Company or on behalf of any present Company Subsidiary has employed or former currently employs any person; and (v) the Company has not misclassified any person as an independent contractor, temporary employee, leased employee or any other servant or agent compensated other than through reportable wages as an employee of the Company or the Company Subsidiaries (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any of its Subsidiaries alleging breach of Plan and the Company does not employ or engage any express volunteer workers or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipunpaid workers.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 4.12 of the Company Concentra Disclosure ScheduleLetter, (i) CISI and the Acquired Entities have complied in all material respects with all applicable Regulations respecting employment and employment practices, terms and conditions of employment, wages and hours, employee classification for purposes of overtime and independent contractor status and anti-discrimination and neither Concentra, CISI nor any of the Acquired Entities is liable for any arrears of wages or any taxes or penalties for failure to comply with any such Regulations with respect to the Business; (ii) there is are no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, Actions pending or, to the knowledge Knowledge of Concentra, threatened between CISI or the Acquired Entities and any of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, Eligible Employees; (iii) neither CISI nor the Company nor any of its Subsidiaries Acquired Entities is a party to or bound by any collective bargaining agreement or similar agreement governing terms and conditions of employment with other labor union contract applicable to any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its SubsidiariesEligible Employees, nor, to the knowledge Knowledge of the CompanyConcentra, does are there any question concerning representation exist concerning current activities or proceedings of any labor union to organize any such employees, ; (viv) there is are no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint complaints pending or, to the Knowledge of Concentra, threatened against CISI and the Company or any of its Subsidiaries Acquired Entities before the National Labor Relations Board or any similar state or foreign agency, current union representation questions involving the Eligible Employees; (viv) there is no material grievance arising out strike, slowdown, work stoppage or lockout existing, or, to the Knowledge of any collective bargaining agreementConcentra, (vii) no material charges threatened, by or with respect to or relating any of the Eligible Employees; (vi) no charges are pending or, to the Company or any Knowledge of its Subsidiaries are pending Concentra, threatened before the Equal Employment Opportunity Commission or any other state, local or foreign agency responsible for the prevention of unlawful employment practicespractices with respect to CISI, the Acquired Entities or the Business; (vii) neither CISI nor the Acquired Entities has received written notice of any Action pending or threatened in any forum against CISI or any Acquired Entity by or on behalf of any present or former employee of such entities, any applicant for employment of such entities, any present or former independent contractor of such entities or classes of any of the foregoing; (viii) neither there are no claims pending against CISI or any Acquired Entity before any workers’ compensation board; and (ix) CISI and the Company nor any Acquired Entities have not received written or, to the Knowledge of its Subsidiaries has received Concentra, oral notice of the intent of that any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to of or relating to CISI and the Company or any Acquired Entities and, to the Knowledge of its Subsidiaries and Concentra, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge No member of the CompanyTransferred Group, threatened against nor the Company Seller with respect to any of the Group Employees, is a party to, or bound by, any labor or collective bargaining contract, work rules or practices, or any of its Subsidiariesother labor-related agreement or arrangement with any labor union, and during the past three years there has not been any such actiontrade union, works council or labor organization (collectively, a “Collective Bargaining Agreement”); (ii) there are no labor organization claims Collective Bargaining Agreements that pertain to represent the employees of any member of the Company Transferred Group or to any of its Subsidiariesthe Group Employees (collectively, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms “Business Employees”), and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is no Business Employees are represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any union, trade union, works council or labor organization among the employees with respect to their employment with any member of the Company Transferred Group, or the Seller with respect to any of its Subsidiariesthe Group Employees; (iii) no labor union, nortrade union, works council, labor organization or group of Business Employees, has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, be brought or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before filed with the National Labor Relations Board or any similar state other labor relations tribunal or foreign agencyauthority; (iv) to the Knowledge of the Seller, there are no organizing activities or collective bargaining arrangements that would affect the Transferred Group, or the Seller with respect to any of the Group Employees, pending or under discussion with any labor organization or group of Business Employees; (v) since January 1, 2011 there have been no actual or threatened lockouts, strikes, slowdowns, work stoppages, material arbitrations, material grievances, labor disputes, against or affecting any member of the Transferred Group or the Seller with respect to any of the Group Employees; and (vi) there are no former employees of VC Sweden or its Subsidiaries who have any statutory right according to the Swedish Employment Protection Act (1982:80) to re-employment with VC Sweden or its Subsidiaries. No unfair labor practice or labor charge or complaint is no material grievance arising out pending or, to the Knowledge of any collective bargaining agreementthe Seller, (vii) no material charges threatened with respect to the Transferred Group or relating the Seller with respect to any Group Employees before the Company or any of its Subsidiaries are pending before National Labor Relations Board, the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipGovernmental Authority.

Labor and Employment Matters. (a) Except as to the extent set forth ---------------------------- in Section 3.25 5.12(a) of the Company Disclosure ScheduleLetter, (i) there is no labor strike, material labor lock- out, dispute, slowdown, stoppage or lockout actually pending, or, to threatened against or affecting the knowledge business of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, ; (ii) to the Knowledge of the Company, no labor organization claims to represent the employees of the Company or any of its Subsidiaries, Company; (iii) neither the Company nor any of its Subsidiaries is not a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to the Company's employees; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current union organizing activities on behalf of any labor organization among the its employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees, ; (v) there is are no pendingwritten personnel policies, rules or procedures applicable to the knowledge Company's employees; (vi) the Company is, and has at all times been, in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the CompanyNational Labor Relations Act or other applicable law, ordinance or regulation; (vii) the Company has not received notice of any pending or threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, ; (viviii) there is no material grievance arising out of any collective bargaining agreement, agreement or other grievance procedure; (viiix) no material charges with respect to or relating to the Company or any knowledge of its Subsidiaries the Company, no charges are pending against the Company before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, ; (viiix) neither the Company nor any of its Subsidiaries has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or nor that any of its Subsidiaries and no such investigation is in progress, ; and (ixxi) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material not received notice of any pending or threatened complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee employee, any applicant for employment or classes of the Company or any of its Subsidiaries foregoing alleging breach of any express or implied contract of or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as set forth in Section 5.12(a) of the Disclosure Letter, there are no employment contracts or severance agreements with any employees of the Company.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there Neither the Company nor any of its Subsidiaries is no labor strikea party, material labor dispute, slowdown, stoppage or lockout actually pending, orotherwise subject, to any collective bargaining agreement or other agreement with a labor union, works council or other employee representative body; (ii) to the knowledge Knowledge of the Company, threatened against as of the Company date hereof, there are no activities or proceedings of any of its Subsidiarieslabor union, and during the past three years there has not been works council or other employee representative body to organize any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, there is no demand for recognition as the exclusive bargaining representative of any employees that has been made by or on behalf of any labor union, works council or other employee representative body, and there have been no such activities, proceedings or demands since January 1, 2011; (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees no employee of the Company or any of its Subsidiaries is represented by any labor organization and union, works council or other employee representative body with respect to his or her employment with the Company does not or any of its Subsidiaries; (iv) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened strike, picketing, lockout, slowdown, work stoppage or similar activity, and there have been no such activities since January 1, 2011; (v) as of the date hereof, there is no unfair labor practice charge against the Company or any knowledge of its Subsidiaries pending before the National Labor Relations Board or any other labor relations authority; (vi) as of the date hereof, there is no pending or, to the Knowledge of the Company, threatened Action by or before any Governmental Authority with respect to any current organizing activities on behalf of any labor organization among the employees or former employees, applicants or independent contractors of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, ; (vii) no material charges with respect to or relating to the Company or any of and its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful in material compliance, and since January 1, 2011 have been in material compliance with all material Laws related to employment, employment practices, wages, hours and other terms and conditions of employment (including without limitation affirmative action obligations, occupational health and safety and the classification and compensation of employees and independent contractors for purposes of the Fair Labor Standards Act and similar state Laws); (viii) neither the Company nor any of its Subsidiaries has received notice has, during the ninety day period prior to the date hereof, taken any action that would constitute a “Mass Layoff” or “Plant Closing” within the meaning of the intent of any federal, state, local Worker Adjustment and Retraining Notification Act or foreign agency responsible for the enforcement of labor similar state Law or employment laws to conduct an investigation with respect to otherwise trigger mass layoff or relating to plant closing obligations under applicable Law; and (ix) neither the Company or nor any of its Subsidiaries and no such investigation is in progresswill incur any notice, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9information, collects such information and follows applicable Laws governing U.S. citizenship in all material respectsconsultation, and (x) there are no material complaintsconsent or similar obligations with respect to any labor union, lawsuits works council or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct representative body in connection with the employment relationshipexecution of this Agreement or the Transactions.

Labor and Employment Matters. (a) Except as set forth Neither the Company nor any of its Subsidiaries is a party to, bound by or subject to, or is currently negotiating in Section 3.25 connection with entering into, any collective bargaining agreement or understanding with a labor union or organization. None of the employees of the Company Disclosure Scheduleor any of its Subsidiaries is represented by any union with respect to his or her employment by the Company or such Subsidiary. As of the date hereof, there is no (i) there is no unfair labor strikepractice, material labor dispute, slowdown, stoppage dispute (other than routine individual grievances) or lockout actually pending, labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such actionSubsidiaries relating to their businesses, (ii) no activity or proceeding by a labor organization claims union or representative thereof to represent the knowledge of the Company to organize any employees of the Company or any of its Subsidiaries, or (iii) neither lockout, strike, slowdown, work stoppage or threat thereof by or with respect to such employees, and during the last three years there has not been any such action. As of the date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organizationMaterial Adverse Effect, (iva) none of there is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of Company’s knowledge, threatened against the Company or any of its Subsidiaries, nor(b) no union organizing campaign with respect to the employees of the Company or its Subsidiaries is underway or, to the knowledge of the Company’s knowledge, does any question concerning representation exist concerning such employeesthreatened, (vc) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the Company’s knowledge, threatened before the National Labor Relations Board or any similar state or foreign agency, (vid) there is no material grievance arising out of pending relating to any collective bargaining agreementagreement or other grievance procedure, (viie) no material administrative complaints or charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency Governmental Authority responsible for the prevention of unlawful practices related to employment practicesor, to the Company’s knowledge, threatened to be filed, (viiif) there are no current or outstanding claims against the Company or any of its Subsidiaries for violation of any laws relating to employment that have been made by or on behalf of any employee, non- employee, or group of employees or non-employees who provide services to the Company or any of its Subsidiaries and, to the Company’s knowledge, there are no such threatened claims, (g) to the knowledge of the Company, there are no current or outstanding investigations or inquiries by any Governmental Authority with respect to the Company’s or any of its Subsidiaries’ practices or actions with respect to employees, including but not limited to, discrimination, family leave, payment of wages or overtime, classification as exempt or non-exempt from overtime under wage payment laws, classification as an employee or independent contractor under any labor, employment, employee benefit, workers compensation, unemployment insurance, tax or revenue laws or any employee benefit plans, and (h) neither the Company nor any of its Subsidiaries has received notice of the intent any knowledge of any federal, state, local policy or foreign agency responsible for the enforcement of labor practice applicable to one or employment laws to conduct an investigation with respect to more employees or relating non-employees providing services to the Company or any of its Subsidiaries and no such investigation that violates any labor or employment, employee benefit, workers compensation, unemployment insurance, tax or revenue law or is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge contravention of the Company, threatened in any forum by or on behalf terms of any present or former employee benefit plans of the Company or any of its Subsidiaries alleging breach Subsidiaries, including but not limited to, misclassification of any express one or implied contract more employees as exempt from overtime under wage payment laws or misclassification of employment, any law one or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipmore employees as independent contractors.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 3.11(a) of the Disclosure Schedules sets forth, as of the date hereof, a complete and accurate list of all Company Disclosure ScheduleEmployees, including: (i) there is no labor strikeeach such individual’s name, material labor disputeemployer or engaging entity, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiariestitle, and during the past three years there has not been any such action, location; (ii) no labor organization claims to represent the employees status of the Company their engagement (i.e., whether an employee or any of its Subsidiaries, independent contractor); (iii) neither whether full- or part- time; (iv) whether active or on leave; (v) classification as exempt or non-exempt from overtime pursuant to the FLSA and any similar Law (including jurisdictions outside of the United States); (vi) the rate of base cash compensation; and (vii) target annual bonus or commission opportunity; provided, however, such information shall exclude the individual’s name and other applicable information and be provided on an anonymized basis if required by applicable Law (including in jurisdictions outside of the United States). (b) Neither the Company nor any of its Subsidiaries is a party to any labor or bound by any collective bargaining Contract or works council or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the that pertains to employees of the Company or any of its Subsidiaries. There are no, norand, to within the knowledge of the Companylast three (3) years, does any question concerning representation exist concerning such employeeshave been no, (v) there is no pending, organizing activities or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against collective bargaining arrangements that could materially affect the Company or any of its Subsidiaries before pending or under discussion with any labor organization or group of employees of the Company or any of its Subsidiaries. There is no, and, within the last three (3) years, has been no material labor dispute, strike, controversy, slowdown, work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries. There are no pending or, to the Knowledge of the Company, threatened union grievances or union representation questions involving employees of the Company or any of its Subsidiaries. The Company and its Subsidiaries have not received any notice that any representation or petition respecting the employees of such entity has been filed with the National Labor Relations Board or any similar state or foreign agencyother Governmental Authority. (c) Within the last three (3) years, (vii) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any and each of its Subsidiaries has received notice paid in full to all of its employees, consultants and independent contractors, or adequately accrued for in accordance with GAAP, all wages, salaries, commissions, bonuses, benefits, incentive compensation and other compensation due to or on behalf of all such employees, consultants and independent contractors of the intent of any federalCompany and/or its Subsidiaries, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation (ii) no claim with respect to payment of wages, salary or relating overtime pay, or violation of any other Law (including in jurisdictions outside of the United States) with respect to the Company or any of its Subsidiaries wage and no such investigation hour matters has been asserted, is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge Knowledge of the Company, threatened before any Governmental Authority with respect to any persons currently or formerly employed or engaged as a contractor by the Company, (iii) the Company and its Subsidiaries have withheld all amounts required by Law (including in any forum by or on behalf of any present or former employee jurisdictions outside of the Company United States) or any of its Subsidiaries alleging breach of any express or implied contract of employmentby agreement to be withheld from the wages, any law or regulation governing employment or the termination thereof or salaries and other discriminatory, wrongful or tortious conduct in connection with the employment relationship.payments that have become due and

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Scheduledisclosed on Schedule ---------------------------- -------- 2.02(m), (i) there is are no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, Legal Proceedings pending or, to the knowledge Knowledge of the Company------- Seller, threatened against between the Company or any Subsidiary and any of its Subsidiaries, and during the past three years there has not been any such action, their respective Employees; (ii) no neither the Company nor any Subsidiary is a party to any labor contract, collective bargaining agreement, contract, letter of understanding or to the Knowledge of the Seller any other agreement, formal or informal, with any labor union or organization claims to represent that obligates the employees Company or any Subsidiary in connection with the operation of the Company or any Subsidiary to compensate Employees at prevailing rates or union scale, nor are any of its SubsidiariesEmployees represented by any labor union or organization, nor, to the Knowledge of the Seller, are there, nor have there been during the five (5) years prior to the date hereof, any activities or proceedings of any labor union to organize any such Employees; (iii) neither the Company nor any of its Subsidiaries is a party Subsidiary has breached or otherwise failed to or bound by any collective bargaining or similar agreement governing terms and conditions of employment comply with any labor organizationprovision of any such agreement, (iv) none contract or letter of understanding and, as of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiariesdate hereof, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is are no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint grievances outstanding against the Company or any Subsidiary under any such agreement, contract or letter of its Subsidiaries understanding; (iv) there are no unfair labor practice charges or complaints pending or, to the Knowledge of the Seller, threatened against the Company or any Subsidiary before the National Labor Relations Board or other Governmental Entity, or any similar state or foreign agency, current union representation questions involving Employees; (viv) there is no material grievance arising out strike, work stoppage or lockout or, to the Knowledge of the Seller, a threat of any collective bargaining agreementsuch action, by or with respect to any Employees; (vi) no person has made any Claim or charge, nor has the Company or any Subsidiary received any written notice or communication reflecting an intention to make any Claim or charge against the Company or any Subsidiary under any statute, regulation or ordinance relating to discrimination with respect to Employees or employment practices; (vii) no material charges with respect Claim or charge is pending or, to or relating to the Knowledge of the Seller, threatened against the Company or any Subsidiary in connection with the Fair Labor Standards Act, Title VII of its Subsidiaries are pending before the Equal Civil Rights Act, the Americans With Disabilities Act, Executive Order No. 11246, the Family and Medical Leave Act, the Age Discrimination in Employment Opportunity Commission Act, or any other agency responsible for the prevention of unlawful employment practicessimilar federal, state, local or foreign laws; (viii) neither the Company nor any of its Subsidiaries Subsidiary has received written notice of the intent of any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries Subsidiary, and no such investigation is in progress, ; (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee Non-Union Employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof Subsidiary is covered by a written or other discriminatorynon-written employment agreement not terminable at any time without penalty or premium, wrongful all Employees are employed on an "at-will" basis, and no steps have been taken by the Company or tortious conduct any Subsidiary to contradict or undermine such "at-will" status; (x) none of the transactions contemplated by this Agreement, nor the effects of such, will give rise to any rights to any Employee or any obligations under any Plan, Employee Benefit Plan, contract, agreement or arrangement enforceable by any Employee which is not listed in connection Schedule 2.02(l) or Schedule 2.02(m); (xi) each ---------------- ---------------- of the Company and the Subsidiaries has complied in all material respects with all other applicable federal and state laws relating to the employment of the Employees, including provisions relating to wages, hours, unemployment insurance, workers' compensation, collective bargaining, health and safety, OSHA, federal, state and/or local employment discrimination laws, payment of social security, withholding and other taxes; (xii) the Company and the Subsidiaries have complied in all material respects with COBRA; and (xiii) the Company and the Subsidiaries have complied with the employment relationshipWorker Adjustment and Retraining Notification Act and any similar state, local or applicable foreign law.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 4.11 of the Company Disclosure ScheduleSchedule sets forth the name, (i) there is no labor strikeaddress, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge social security number and current rate of the Company, threatened against the Company or any compensation of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees each employee of the Company or any of and its Subsidiaries, (iii) neither subsidiaries. Neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any collective bargaining agreement or similar any other agreement governing terms and conditions with a labor union; and, to the best knowledge of employment with the Company, there has been no effort by any labor organization, (iv) none of union during the 24 months prior to the date hereof to organize any employees of the Company or any of its Subsidiaries subsidiaries into one or more collective bargaining units. There is represented by any labor organization and no pending or, to the Company does not have any best knowledge of any current organizing activities on behalf of any the Company, threatened labor organization among dispute, strike or work stoppage which affects or which may affect the employees business of the Company or any of its Subsidiaries, norsubsidiaries or which may interfere with its continued operations. None of the Company or any of its subsidiaries or, to the knowledge of the Company, does any question concerning representation exist concerning such employeesagent, (v) there is no pendingrepresentative or employee thereof has, or to within the knowledge of the Companylast 24 months, threatened material committed any unfair labor practice charge or complaint against the Company or any of its Subsidiaries before as defined in the National Labor Relations Board or any similar state or foreign agencyAct, (vi) as amended, and there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in charge or complaint against the Company or any forum of its subsidiaries by or on behalf with the National Labor Relations Board or any representative thereof. There has been no strike, walkout or work stoppage involving any of any present or former employee the employees of the Company or any of its Subsidiaries alleging breach subsidiaries during the 24 months prior to the date hereof. Each of any express or implied contract of the Company and its subsidiaries has complied with applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, and the Americans with Disabilities Act, as amended. The Company has no knowledge that any law executive or regulation governing key employee or group of employees of the Company or any of its subsidiaries has any plans to terminate employment with the Company or any such subsidiary as a result of the termination thereof transactions contemplated hereby or otherwise, other discriminatory, wrongful or tortious conduct than any determination to terminate made by Acquiror in connection with the employment relationshiptransactions contemplated hereby.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 3.13(a) of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to to, or bound by by, any labor agreement, collective bargaining agreement or similar agreement governing terms and conditions of employment any other labor-related Contract with any labor union, trade union, labor organization, (ivworks council, employee association or similar entity, nor have any commitments been made to recognize any labor union, trade union, labor organization, works council, employee association or similar entity. Except as set forth in Section 3.13(a) none of the Disclosure Schedule, no employees of the Company or any of its Subsidiaries is are represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any union, trade union or labor organization among the employees of the with respect to their employment with Company or any of its Subsidiaries. No labor union, nortrade union, to the knowledge labor organization or group of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge employees of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any similar state or foreign agencyother Governmental Entity. To the Knowledge of Company, (vi) there is are no material grievance arising out of any collective bargaining agreement, (vii) no material charges organizing activities with respect to or relating to the Company or any of its Subsidiaries are pending before Subsidiaries. There has been no actual or, to the Equal Employment Opportunity Commission Knowledge of Company, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries is engaged in, or since the Lookback Date, has engaged in any unfair labor practice, as defined in the National Labor Relations Act or other agency responsible for applicable Laws. (b) Except as set forth on Section 3.13(b) of the prevention of unlawful employment practicesDisclosure Schedule, (viii) since the Lookback Date, neither the Company nor any of its Subsidiaries has received any written notice of the intent of by any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment laws Laws to conduct an a material investigation with respect to or relating to the Company or any of its Subsidiaries and and, to the Knowledge of Company, no such investigation is in progress. (c) Since the Lookback Date, neither Company nor any of its Subsidiaries has (ixi) effectuated (A) a “plant closing” (as defined in the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information Worker Adjustment and follows applicable Laws governing U.S. citizenship in all material respects, and Retraining Notification Act (xthe “WARN Act”)) there are no material complaints, lawsuits affecting any site of employment or other proceedings pending or, to the knowledge one or more facilities or operating units within any site of the Company, threatened in any forum by employment or on behalf facility of any present or former employee of the Company or any of its Subsidiaries alleging breach or (B) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of Company or any of its Subsidiaries or (ii) been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any express or implied contract similar Law. (d) Except as set forth on Section 3.13(d) of employmentthe Disclosure Schedule, any law or regulation governing employment or since the termination thereof or other discriminatoryLookback Date, wrongful or tortious conduct in connection with the employment relationship.Company and its Subsidiaries have been at all times and are currently in

Labor and Employment Matters. (ai) Except as set forth in Section 3.25 of on the Company Disclosure Schedule, (i) there is no labor strikewithin the U.S., material labor disputeCanada, slowdownBrazil, stoppage or lockout actually pendingChina, orthe Czech Republic, to the knowledge of the CompanyFrance, threatened against the Company or any of its SubsidiariesGermany, Italy, Mexico and during the past three years there has not been any such actionPoland, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any material collective bargaining agreement or similar agreement governing terms and conditions of employment with any material labor organizationunion contract, (iv) none of the nor are there any employees of the Company or any of its Subsidiaries is represented by a works council or a labor organization. Except as would not have, individually or in the aggregate, a Material Adverse Effect to the Company, within the U.S. or Canada, (A) there are no proceedings or, to the Knowledge of the Company, activities by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any union or labor organization among the to organize any employees of the Company or any of its Subsidiaries, nor, Subsidiaries or to compel the knowledge Company or any of the Company, does its Subsidiaries to bargain with any question concerning representation exist concerning such employees, labor union or labor organization; (vB) there is no pendingpending or, or to the knowledge Knowledge of the Company, threatened material labor strike, lock-out, walkout, work stoppage, slowdown, demonstration, leafleting, picketing, boycott, work-to-rule campaign, sit-in, sick-out, or similar form of organized labor disruption (collectively, “Labor Disruption”) and no Labor Disruption has occurred in the past three years; (C) there is no pending or, to the Knowledge of the Company, threatened effort by any labor union or any other person, entity, or organization to disrupt the operations of the Company or any of its Subsidiaries through litigation, administrative or regulatory action, and/or other employee-related or coordinated or organized activity; (D) no union grievance or labor arbitration demand or proceeding, or unfair labor practice charge or complaint proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, Subsidiaries; (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viiiE) neither the Company nor any of its Subsidiaries has received notice of the intent of is a party to, or otherwise bound by, any federalconsent decree with, stateor citation by, local any governmental entity relating to its current or foreign agency responsible for the enforcement of labor former employees, officers or directors, or employment laws to conduct an investigation with respect to practices; (F) currently and within the past three years each person or relating to entity classified by the Company or any of Subsidiary as an “independent contractor” is and was properly classified under all governing Laws, and the Company and its Subsidiaries have fully and no accurately reported such investigation is in progressindependent contractors’ compensation on an IRS Form 1099 or similar form when required to do so; (G) within the past two years, (ix) neither the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or nor any of its Subsidiaries alleging breach of has incurred any express liability or implied contract of employment, obligation which remains unsatisfied under the Worker Adjustment and Retraining Notification Act or any law similar state or regulation governing employment or local laws regarding the termination thereof or other discriminatory, wrongful layoff of employees or tortious conduct in connection failed to provide the required notices with the employment relationshiprespect to such terminations or layoffs.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 Previously Disclosed on Schedule 3.14(b), neither Company is a party to any collective bargaining agreement or relationship with any labor union or similar organization, nor does the Seller have Knowledge of any such organization that represents or claims to represent any of the Company Disclosure ScheduleEmployees. Except as Previously Disclosed on Schedule 3.14(b), (i) there neither Company is no labor strikedelinquent in payments to any Employees for any wages, material labor disputesalaries, slowdowncommissions, stoppage bonuses or lockout actually pending, or, other direct compensation for any services performed by them to the knowledge of the Company, threatened against the Company date or any of its Subsidiaries, and during the past three years there has not been any amounts required to be reimbursed to such action, Employees; (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaintsstrikes, lawsuits work stoppages, slowdowns or other proceedings lockouts pending or, to the knowledge Knowledge of the CompanySeller, threatened in any forum by against the Companies; (iii) there are no labor or on behalf employment-related grievances, claims or Proceedings of any present or former employee kind pending or, to the Knowledge of the Seller, threatened against the Companies which, if adversely determined, individually or in the aggregate, could reasonably be expected to result in damages payable by the Companies in excess of $100,000; (iv) for the past three (3) years there has been no Proceeding identified in the preceding subsection filed against the Companies which has not been resolved; (v) no labor organization or group of Employees has filed any representation petition or made any written or, to the Knowledge of the Seller, oral demand to either Company for recognition with respect to any of the Employees; and (vi) to the Knowledge of the Seller, no union organizing or decertification efforts are underway or threatened and no other question concerning representation exists. Except as Previously Disclosed on Schedule 3.14(b), all material bargaining obligations of the Companies with any employee representative have been or prior to Closing will be satisfied. Within the past three (3) years, none of the Companies has implemented any plant closing or layoff of employees that requires (without considering any plant closing or layoff of employees that may occur after the Closing) any notice or payment to employees under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any of its Subsidiaries alleging breach of any express similar foreign, state or implied contract of employmentlocal Law (collectively, any law or regulation governing employment or the termination thereof or other discriminatory“WARN Act”), wrongful or tortious conduct in connection with the employment relationshipand no such action will be implemented without advance notification to Buyer except as permitted by Section 5.3.

Labor and Employment Matters. (a) Except as set forth STI and its subsidiaries are and have been in Section 3.25 compliance with all applicable laws respecting employment and employment practices, terms, and conditions of employment and wages and hours, and such laws respecting employment discrimination, equal opportunity, affirmative action, worker's compensation, occupational safety, and health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any unfair labor practice; (b) to the Company Disclosure Scheduleknowledge of STI, no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is pending nor, to the knowledge of STI is any such investigation threatened or has any such investigation occurred during the last three years, and no governmental entity has provided any notice to STI or any of its subsidiaries or otherwise asserted an intention to conduct any such investigation; (ic) there is no labor strike, material labor dispute, slowdown, or stoppage actually pending or lockout actually pending, or, to the knowledge of the Company, threatened against the Company STI or any of its Subsidiaries, and during the past three years there has not been any such action, subsidiaries; (iid) no labor organization claims to represent union representation question or union organizational activity exists respecting the employees of the Company STI or any of its Subsidiaries, subsidiaries; (iiic) no collective bargaining agreement exists which is binding on STI or any of its subsidiaries; (f) neither the Company STI nor any of its Subsidiaries is a party to subsidiaries has experienced any material work stoppage or bound by any collective bargaining or similar agreement governing terms other material labor difficulty; and conditions (g) in the event of employment with any labor organization, (iv) none termination of the employees employment of any of the Company current officers, directors, employees, or agents of STI or any of its Subsidiaries is represented subsidiaries, neither STI nor any of its subsidiaries shall pursuant to any agreement or by any labor organization and reason of anything done prior to the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company Effective Time by STI or any of its Subsidiariessubsidiaries be liable to any of said officers, nordirectors, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission agents for so-called "severance pay" or any other agency responsible for the prevention of unlawful similar payments or benefits, including, without limitation, post-employment practices, healthcare (viiiother than pursuant to COBRA) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipinsurance benefits.

Labor and Employment Matters. (a) Except as to the extent set forth in Section 3.25 of the Company Disclosure Schedule, SCHEDULE 3.14: (ia) there is no material labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, or to the best knowledge of the Company, threatened threatened, against or affecting the Company or any of its SubsidiariesCompany, and during the past three years since inception there has not been any such action, ; (iib) no labor organization union claims to represent the employees of the Company or any of its Subsidiaries, Company; (iiic) neither the Company nor any of its Subsidiaries is not a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company; (ivd) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any material current union organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees; (e) there are no material written personnel policies, rules or procedures generally applicable to the employees of the Company, other than those set forth in Schedule 3.14, true and correct copies of which have heretofore been delivered or made available or will be made available to the Company; (vf) the Company is, and has at all times been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and the Company is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (g) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any pending or, to the best knowledge of its Subsidiaries the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, ; (vih) there is no material grievance arising out of any collective bargaining agreementagreement or other grievance procedure against the Company pending or, to the best knowledge of the Company, threatened; (viii) to the best knowledge of the Company, no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, ; (viiij) neither the Company nor any of its Subsidiaries has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any and, to the best knowledge of its Subsidiaries and the Company, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, ; and (xk) there are no material complaints, lawsuits or other proceedings pending or, to the best knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company Company, any applicant for employment or any classes of its Subsidiaries the foregoing alleging breach of any express or implied contract of or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious tortuous conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 4.12(a) of the Company Disclosure Schedule, (i) neither the Company nor any Company Subsidiary is a party to any collective bargaining, trade union or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and, to the knowledge of the Company, there is are no labor organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Company Subsidiary; (ii) there are no material controversies, strikes, slowdowns or work stoppages pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective employees and neither the Company nor any Company Subsidiary has experienced any material controversy, strike, material slowdown or work stoppage within the prior five years; (iii) there are no unfair labor dispute, slowdown, stoppage or lockout actually pending, practice complaints pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries Subsidiary before the National Labor Relations Board or any similar state other Governmental Authority or foreign agency, (vi) there is no material grievance arising out any current union representation questions involving employees of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any Company Subsidiary; (iv) except as would not constitute a Material Adverse Effect, the Company and each Company Subsidiary are currently in compliance with all Laws relating to the employment of its Subsidiaries are labor, including those related to wages and hours; (v) except as would not constitute a Material Adverse Effect, there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which is now pending before the United States Equal Employment Opportunity Commission Commission, or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor Governmental Authority in any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to jurisdiction in which the Company or any of its Subsidiaries Company Subsidiary has employed or currently employs any person; and no such investigation is in progress(vi) except as would not constitute a Material Adverse Effect, (ix) the Company has procedures in place for collecting information about not misclassified any person as an independent contractor, temporary employee, leased employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or any other proceedings pending or, to the knowledge of the Company, threatened in any forum by servant or on behalf of any present or former agent compensated other than through reportable wages as an employee of the Company or the Company Subsidiaries (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any of its Subsidiaries alleging breach of Plan and the Company does not employ or engage any express volunteer workers, paid or implied contract of employment, unpaid interns or any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipunpaid workers.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) Xxxx-Xxxxx and all of the Xxxx-Xxxxx Subsidiaries are in compliance with all applicable Laws relating to labor and employment practices, including those relating to wages, employee benefits, hours and overtime, workplace safety and health, immigration, individual and collective termination, non-discrimination and data privacy, the identification of particular employees or job classifications as “exempt” or “non-exempt” for purposes of such obligations, and any and all other matters involving compensation or benefits afforded to or not afforded to employees, contractors or consultants except for such noncompliance as would not reasonably be expected to have a Xxxx-Xxxxx Material Adverse Effect; (ii) as of the date hereof there is no unfair labor strike, material labor dispute, slowdown, stoppage practice charge or lockout actually pending, complaint pending before the National Labor Relations Board (the “NLRB”) or, to the knowledge Knowledge of the CompanyXxxx-Xxxxx, threatened against the Company Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries, ; (iii) as of the date hereof and during the past three years there has not been any such action, (ii) no labor organization claims strike, slowdown, work stoppage or lockout, pending or, to represent the employees Knowledge of the Company Xxxx-Xxxxx, threatened against or affecting Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, ; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, representation claim or petition pending before the NLRB or any similar foreign agency relating to the knowledge employees of the Company, threatened material unfair labor practice charge or complaint against the Company Xxxx-Xxxxx or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agencyXxxx-Xxxxx Subsidiaries; (v) as of the date hereof, (vi) there is no material grievance arising out Xxxx-Xxxxx has not received written notice of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries are pending before the Equal Employment Opportunity Commission or any other state, local or foreign agency responsible for the prevention of unlawful employment practices, ; and (viiivi) neither the Company nor Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries has have not received Table of Contents any written notice of the intent of from any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation with respect to or relating to the Company of Xxxx-Xxxxx or any of its the Xxxx-Xxxxx Subsidiaries and and, to the Knowledge of Xxxx-Xxxxx, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. Except for instances which, individually or in the aggregate, would not have a Material Adverse Effect: (a) Except as set forth HD and its subsidiaries are and have been in Section 3.25 compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, IRCA, WARN, and such laws respecting employment discrimination, equal opportunity, affirmative action, worker's compensation, occupational safety and health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any unfair labor practice; (b) to the Company Disclosure Scheduleknowledge of HD, no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is pending nor, to the knowledge of HD is any such investigation threatened or has any such investigation occurred during the last three years, and no governmental entity has provided any notice to HD or any of its subsidiaries or others asserted an intention to conduct any such investigation; (ic) there is no labor strike, material labor dispute, slowdown, slowdown or stoppage actually pending or lockout actually pending, or, to the knowledge of the Company, threatened against the Company HD or any of its Subsidiaries, and during the past three years there has not been any such action, subsidiaries; (iid) no labor organization claims to represent union representation question or union organizational activity exists respecting the employees of the Company HD or any of its Subsidiaries, subsidiaries; (iiie) no collective bargaining agreement exists which is binding on HD or any of its subsidiaries; (f) neither the Company HD nor any of its Subsidiaries is a party to subsidiaries has experienced any material work stoppage or bound other material labor difficulty; (g) there are no employees of HD who earned more than $100,000 in 1994, and no independent contractors utilized by any collective bargaining or similar agreement governing terms HD who earned more than $100,000 in 1994; and conditions (h) in the event of employment with any labor organization, (iv) none termination of the employment of any officers, directors, employees or agents of the Company HD or any of its Subsidiaries is represented subsidiaries, neither HD, any of its subsidiaries, TM, any of its subsidiaries, the Surviving Corporation, will pursuant to any agreement or by any labor organization and reason of anything done prior to the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company Effective Time by HD or any of its Subsidiaries, nor, subsidiaries be liable to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board said officers, directors, employees or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission agents for so-called "severance pay" or any other agency responsible for the prevention of unlawful employment practicessimilar payments or benefits, including, without limitation, postemployment healthcare (viiiother than pursuant to COBRA) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipinsurance benefits.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 5.18(a) of the Company Disclosure Schedule, (ia) there is are no labor strikeand since January 1, material labor dispute, slowdown, stoppage or lockout actually 2020 has not been any pending, or, or to the knowledge Knowledge of the Company, threatened against in writing, Actions by or on behalf of any current, prospective or former employee or other non-employee individual service provider which would reasonably be expected to result in any material liability of the Company or its Subsidiaries, (b) none of the Company or any of its SubsidiariesSubsidiaries is or since January 1, and during 2020 has been a party to, bound by or in the past three years there has not been process of negotiating any such action, (ii) no collective bargaining or other labor organization claims agreement with respect to represent the any employees of the Company or any of its Subsidiaries, and (iiic) neither to the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none Knowledge of the employees of the Company Company, there are no and since January 1, 2020 have not been pending union organizational activities or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the proceedings with respect to employees of the Company or any of its Subsidiaries. Since January 1, nor2020, except as would not be material, there has not been any labor strikes, slowdowns, stoppages, arbitrations, grievances or other labor disputes pending or, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge Knowledge of the Company, threatened material in writing against the Company or any of its Subsidiaries. There is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board Board. Since January 1, 2020, the Company has been in compliance in all material respects with all applicable Laws relating to employment and employment practices, including terms and conditions of employment, wages and hours, employment discrimination, employee classification, workers’ compensation, family and medical leave, immigration and occupational safety and health requirements, and no claims or any similar state or foreign agencylegal proceedings are pending or, (vi) there is no material grievance arising out to the Knowledge of any collective bargaining agreementthe Company, (vii) no material charges threatened with respect to or relating the foregoing. Except as would not be material, each individual who renders services to the Company or any of its Subsidiaries are pending before who is classified as an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and under the Equal Employment Opportunity Commission Company Benefit Plans) is properly so characterized. To the Knowledge of the Company, no material allegations of sexual harassment or other sexual misconduct have been made against any current or former employee or other agency responsible for non-employee individual service provider of the prevention of unlawful employment practicesCompany or its Subsidiaries, (viii) neither in their capacity as such. Neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect have been a party to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened involved in any forum material proceedings, or entered into any material settlement agreements, related to allegations of sexual harassment or misconduct by or on behalf of any present current or former employee or other service provider of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipSubsidiaries.

Labor and Employment Matters. (a) Except as to the extent set forth in Section 3.25 3.15(a) of the Company Disclosure Schedule, : (i) there is no material labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, or to the knowledge of the Company, threatened threatened, against or affecting the Company or any of its Subsidiaries, and during the past three years since inception there has not been any such action, ; (ii) no labor organization union claims to represent the employees of the Company or any of its Subsidiaries, ; (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any material current union organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees, ; (v) there are no material written personnel policies, rules or procedures generally applicable to the employees of the Company or any of its Subsidiaries, other than those set forth in Section 3.15(a) of the Company Disclosure Schedule, true and correct copies of which have heretofore been delivered or made available or will be made available to Investors; (vi) the Company and each of its Subsidiaries are, and have at all times been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and the Company and each of its Subsidiaries are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (vii) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign agency, ; (viviii) there is no material grievance arising out of any collective bargaining agreementagreement or other grievance procedure against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened; (viiix) to the knowledge of the Company, no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, ; (viiix) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and and, to the knowledge of the Company, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, ; and (xxi) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 on Schedule 4.10 of the Company Xxxxxxx Disclosure ScheduleSchedules, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company Xxxxxxx Holdings nor any of its Subsidiaries is a party to or bound by otherwise subject to any Contract or collective bargaining or similar agreement governing terms and conditions of employment with any labor organizationorganization or other employee representative body, (iv) none and no such Contract or agreement is being negotiated by Xxxxxxx Holdings or any of the employees its Subsidiaries. No employee of the Company Xxxxxxx Holdings or any of its Subsidiaries is represented by any labor organization and or other employee representative body. No petition for representation of any employees of Xxxxxxx Holdings or any of its Subsidiaries has been filed with any Governmental Authority. No labor dispute or unfair labor practice charge or complaint is pending or, to the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company Xxxxxxx Holdings, has been threatened against Xxxxxxx Holdings or any of its Subsidiaries, norand there have been no such disputes, to charges or complaints in the knowledge of past three years, except for such disputes charges or complaints as would not, individually or in the Companyaggregate, does any question concerning representation exist concerning such employees, (v) there have a Xxxxxxx Material Adverse Effect. There is no work slowdown or stoppage, picketing or strike pending, or to the knowledge of the CompanyXxxxxxx Holdings, threatened material unfair labor practice charge or complaint threatened, against the Company Xxxxxxx Holdings or any of its Subsidiaries before Subsidiaries, and there have been no such activities for the National Labor Relations Board past three years, except as would not, individually or any similar state or foreign agencyin the aggregate, (vi) have a Xxxxxxx Material Adverse Effect. To the knowledge of Xxxxxxx Holdings, there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum effort by or on behalf of any present labor union or former other employee representative body to organize any employees of the Company Xxxxxxx Holdings or any of its Subsidiaries alleging breach Subsidiaries, and there have been no such efforts for the past three years. No notice, consent or consultation obligations with respect to any employees of Xxxxxxx Holdings or any express of its Subsidiaries, or implied contract any labor organization or other employee representative body representing employees of employmentXxxxxxx Holdings or any of its Subsidiaries, any law or regulation governing employment will be triggered by the execution of this Agreement or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with consummation of the employment relationshiptransactions contemplated hereby.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 2.12 of the Company Disclosure Schedule: (a) No collective bargaining agreement exists that is binding on the Company or any of its subsidiaries, and the Company has not been officially apprised that any petition has been filed or proceeding instituted by an employee or group of employees of the Company, or any of its subsidiaries, with the National Labor Relations Board seeking recognition of a bargaining representative. (b) (i) To the Company's knowledge, there is no labor strike, material labor dispute, slowdown, slow down or stoppage pending or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, subsidiaries; and during the past three years there has not been any such action, (ii) no labor organization Neither the Company nor any of its subsidiaries has received in the last twenty-four (24) months any demand letters, civil rights charges, suits or drafts of suits with respect to claims to represent made by any of their respective employees. (c) All individuals who are performing consulting or other services for the employees Company or any of its subsidiaries are or were correctly classified by the Company as either "independent contractors" or "employees" as the case may be, and, at the Closing Date, will qualify for such classification. (d) Section 2.12(d) of the Company Disclosure Schedule contains a list of the name of each officer, employee and consultant of the Company or any of the Company's subsidiaries, together with such person's position or function, annual base salary or wages and any incentives or bonus arrangement with respect to such person and has provided to Parent or its Subsidiariescounsel all Form 1099s filed with the IRS. As of the date hereof, the Company has not received any information that would lead it to believe that any such person will or may cease to be engaged by the Company or such subsidiary for any reason, including because of the consummation of the transactions contemplated by this Agreement. (iiie) The Company and each of its subsidiaries has in all material respects withheld and reported all material amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees. (f) The Company is not liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (g) Section 2.12(g) of the Company Disclosure Schedule sets forth a complete and correct list of all Employees holding visas issued by the United States listing each such employee by name and type of visa. Within fourteen (14) days of the date of this Agreement, the Company shall deliver a complete and correct list of all Employees holding visas issued by foreign countries, listing each such employer by name, and type of visa. Except as set forth in Section 2.12(g) of the Company Disclosure Schedule, all other Employees of the Company and its subsidiaries are citizens of the United States or the foreign country in which such Employee performs services for the Company and its subsidiaries. (h) Except as set forth in Section 2.12(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries is a party to or bound by any collective bargaining agreement, nor has it taken or similar agreement governing terms and conditions omitted to take any action, that restricts its ability to terminate the employment of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by Employees at any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits time without payment or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipliability. Section 2.13.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, otherwise disclosed: (i) there is no material labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, or to the knowledge of the CompanyBAYOU ROAD, threatened threatened, against the Company or affecting BAYOU ROAD or any of its Subsidiaries, and during the past three years since inception there has not been any such action, ; (ii) no labor organization union claims to represent the employees of the Company BAYOU ROAD or any of its Subsidiaries, ; (iii) neither the Company BAYOU ROAD nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of BAYOU ROAD or any of its Subsidiaries; (iv) none of the employees of the Company BAYOU ROAD or any of its Subsidiaries is represented by any labor organization and the Company BAYOU ROAD does not have any knowledge of any material current union organizing activities on behalf of any labor organization among the employees of the Company BAYOU ROAD or any of its Subsidiaries, nor, to the knowledge of the Company, nor does any question concerning representation exist concerning such employees, ; (v) there are no material written personnel policies, rules or procedures generally applicable to the employees of BAYOU ROAD or any of its Subsidiaries, other than those previously disclosed, true and correct copies of which have heretofore been delivered or made available or will be made available to Bayou Road; (vi) BAYOU ROAD and each of its Subsidiaries are, and have at all times been, in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and BAYOU ROAD and each of its Subsidiaries are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation; (vii) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company BAYOU ROAD or any of its Subsidiaries pending or, to the knowledge of BAYOU ROAD, threatened before the National Labor Relations Board or any similar state or foreign agency, ; (viviii) there is no material grievance arising out of any collective bargaining agreementagreement or other grievance procedure against BAYOU ROAD or any of its Subsidiaries pending or, to the knowledge of BAYOU ROAD, threatened; (viiix) to the knowledge of BAYOU ROAD, no material charges with respect to or relating to the Company BAYOU ROAD or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, ; (viiix) neither the Company BAYOU ROAD nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company BAYOU ROAD or any of its Subsidiaries and and, to the knowledge of BAYOU ROAD, no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, ; and (xxi) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the CompanyBAYOU ROAD, threatened in any forum by or on behalf of any present or former employee of the Company BAYOU ROAD or any of its Subsidiaries Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of or employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

Labor and Employment Matters. (a) Except as set forth SSG and its subsidiaries are and have been in Section 3.25 compliance in all material respects with all applicable laws respecting employment and employment practices, terms, and conditions of employment and wages and hours, including, such laws respecting employment discrimination, equal opportunity, affirmative action, worker's compensation, occupational safety, and health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any unfair labor practice; (b) to the Company Disclosure Scheduleknowledge of SSG, no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is pending nor, to the knowledge of SSG is any such investigation threatened or has any such investigation occurred during the last three years, and no governmental entity has provided any notice to SSG or any of its subsidiaries or otherwise asserted an intention to conduct any such investigation; (ic) there is no labor strike, material labor dispute, slowdown, or stoppage actually pending or lockout actually pending, or, to the knowledge of the Company, threatened against the Company SSG or any of its Subsidiaries, and during the past three years there has not been any such action, subsidiaries; (iid) no labor organization claims to represent union representation question or union organizational activity exists respecting the employees of the Company SSG or any of its Subsidiaries, subsidiaries; (iiic) no collective bargaining agreement exists which is binding on SSG or any of its subsidiaries; (f) neither the Company SSG nor any of its Subsidiaries is a party to subsidiaries has experienced any material work stoppage or bound by any collective bargaining or similar agreement governing terms other material labor difficulty; and conditions (g) in the event of employment with any labor organization, (iv) none termination of the employees employment of any of the Company current officers, directors, employees, or agents of SSG or any of its Subsidiaries is represented subsidiaries, neither SSG nor any of its subsidiaries shall pursuant to any agreement or by any labor organization and reason of anything done prior to the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company Effective Time by SSG or any of its Subsidiariessubsidiaries be liable to any of said officers, nordirectors, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission agents for so-called "severance pay" or any other agency responsible for the prevention of unlawful similar payments or benefits, including, without limitation, post-employment practices, healthcare (viiiother than pursuant to COBRA) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipinsurance benefits.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure ScheduleSCHEDULE 4.13, (ia) MOD and its subsidiaries are and have been in compliance in all respects with all applicable laws respecting employment and employment practices, terms, and conditions of employment and wages and hours, including, such laws respecting employment discrimination, equal opportunity, affirmative action, worker's compensation, occupational safety, and health requirements and unemployment insurance and related matters, and are not engaged in and have not engaged in any unfair labor practice; (b) no investigation or review by or before any governmental entity concerning any violations of any such applicable laws is pending nor, to the knowledge of MOD is any such investigation threatened or has any such investigation occurred during the last three years, and no governmental entity has provided any notice to MOD or any of its subsidiaries or otherwise asserted an intention to conduct any such investigation; (c) there is no labor strike, material labor dispute, slowdown, or stoppage actually pending or lockout actually pending, or, to the knowledge of the Company, threatened against the Company MOD or any of its Subsidiaries, and during the past three years there has not been any such action, subsidiaries; (iid) no labor organization claims to represent union representation question or union organizational activity exists respecting the employees of the Company MOD or any of its Subsidiaries, subsidiaries; (iiie) no collective bargaining agreement exists which is binding on MOD or any of its subsidiaries; (f) neither the Company MOD nor any of its Subsidiaries is a party to subsidiaries has experienced any work stoppage or bound by any collective bargaining or similar agreement governing terms other labor difficulty; and conditions (g) in the event of employment with any labor organization, (iv) none termination of the employees employment of any of the Company current officers, directors, employees, or agents of MOD or any of its Subsidiaries is represented subsidiaries, neither MOD nor any of its subsidiaries shall pursuant to any agreement or by any labor organization and reason of anything done prior to the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company Effective Time by MOD or any of its Subsidiariessubsidiaries be liable to any of said officers, nordirectors, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission agents for so-called "severance pay" or any other agency responsible for similar payments or benefits, including, without limitation, post-employment healthcare (other than pursuant to COBRA) or insurance benefits, except to the prevention of unlawful employment practicesextent that any matter in Items (a), (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progressb), (ixf) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (xg) there are no material complaints, lawsuits could reasonably be expected individually or other proceedings pending or, in the aggregate to the knowledge of the Company, threatened in any forum by or have a Material Adverse Effect on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipMOD.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) Neither the Company nor any Company Subsidiary is a party to any collective bargaining, trade union or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and, to the knowledge of the Company, there is are no labor organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Company Subsidiary; (ii) there are no material controversies, strikes, slowdowns or work stoppages pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective employees and neither the Company nor any Company Subsidiary has experienced any material controversy, strike, material labor disputeslowdown or work stoppage within the prior five years; (iii) neither the Company nor any Company Subsidiary has breached or otherwise failed to comply in any respect with the provisions of any collective bargaining or union contract, slowdown, stoppage or lockout actually pending, and there are no grievances outstanding or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been Company Subsidiary under any such action, (ii) no labor organization claims to represent the employees of the Company agreement or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, contract; (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings unfair labor practice complaints pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company or any Company Subsidiary; (v) except as would not constitute a Material Adverse Effect, the Company and each Company Subsidiary are currently in compliance with all Laws relating to the employment of labor, including those related to wages, hours and collective bargaining; (vi) except as would not constitute a Material Adverse Effect, there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which is now pending before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any forum by jurisdiction in which the Company or on behalf of any present Company Subsidiary has employed or former currently employs any person; (vii) except as would not constitute a Material Adverse Effect, the Company has not misclassified any person as an independent contractor, temporary employee, leased employee or any other servant or agent compensated other than through reportable wages as an employee of the Company or the Company Subsidiaries (each a “Contingent Worker”) and no Contingent Worker has been improperly excluded from any Plan and the Company does not employ or engage any volunteer workers, paid or unpaid interns or any other unpaid workers; and (viii) the consent of, consultation of or the rendering of formal advice by any labor or trade union, works council or any other employee representative body is not required for the Company to enter into this Agreement or to consummate any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshiptransactions contemplated by this Agreement.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 the Company Disclosure Letter: (a) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or other contracts, arrangements, agreements or understandings with a labor union or labor organization that was certified by the National Labor Relations Board ("NLRB"). Except for such matters which, individually or in the aggregate, could not have a Company Material Adverse Effect, there is no existing, pending or threatened (i) unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any other matter before the NLRB or any other comparable state agency against or involving the Company or any of its Subsidiaries, (ii) activity or proceeding by a labor union or representative thereof to organize any employees of the Company Disclosure Scheduleor any of its Subsidiaries, (iiii) there is no labor certification or decertification question relating to collective bargaining units at the premises of the Company or any of its Subsidiaries or (iv) lockout, strike, material labor dispute, organized slowdown, work stoppage or lockout actually pendingwork interruption with respect to such employees. (b) Neither the Company nor any of its Subsidiaries has taken any action that would constitute a "Mass Layoff" or "Plant Closing" within the meaning of the Worker Adjustment and Retraining Notification ("WARN") Act or would otherwise trigger notice requirements or liability under any state or local plant closing notice law. No agreement, arbitration or court decision or governmental order in any way limits or restricts any of the Company, any of its Subsidiaries or Parent from relocating or closing any of the operations of the Company or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries has failed to pay when due any wages, bonuses, commissions, benefits, taxes, penalties or assessments or other monies, owed to, or arising out of the employment of or any relationship or arrangement with, any officer, director, employee, sales representative, contractor, consultant or other agent. There are no citations, investigations, administrative proceedings or formal complaints of violations of any federal or state wage and hour laws pending or, to the knowledge of the Company, threatened before the Department of Labor or any federal, state or administrative agency or court against or involving the Company or any of its Subsidiaries. (d) The Company and each of its Subsidiaries are in compliance in all material respects with all immigration laws relating to employment and have properly completed and maintained all applicable forms (including but not limited to I-9 forms) and, to the knowledge of the Company, there are no citations, investigations, administrative proceedings or formal complaints of violations of the immigration laws pending or threatened before the Immigration and Naturalization Service or any federal, state or administrative agency or court against or involving the Company or any of its Subsidiaries. (e) There are no investigations, administrative proceedings, charges or formal complaints of discrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, disability, handicap or veteran status) pending or, to the knowledge of the Company, threatened before the Equal Employment Opportunity Commission or any federal, state or local agency or court against or involving the Company or any of its Subsidiaries. No discrimination and/or retaliation claim is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under the 1866, 1877, 1964 or 1991 Civil Rights Acts, the Equal Pay Act, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA, or any other federal law relating to employment or any comparable state or local fair employment practices act regulating discrimination in the workplace, and no wrongful discharge, libel, slander, invasion of privacy or other claim (including but not limited to violations of the Fair Credit Reporting Act, as amended, and any applicable whistleblower statutes) under any state or federal law is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, . (iif) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of If the Company or any of its Subsidiaries is represented by any labor organization a Federal, State or local contractor obligated to develop and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company maintain an affirmative action plan, no discrimination claim, show-cause notice, conciliation proceeding, sanctions or any of its Subsidiaries, nordebarment proceedings is pending or, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, has been threatened material unfair labor practice charge or complaint against the Company or any of its it Subsidiaries before with the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out Office of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission Federal Contract Compliance Programs or any other Federal agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries comparable state or local agency or court and no such investigation desk audit or on-site review is in progress, . (ixg) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there There are no material complaintscitations, lawsuits investigations, administrative proceedings or other proceedings formal complaints of violations of local, state or federal occupational safety and health laws pending or, to the knowledge of the Company, threatened in before the Occupational Safety and Health Review Commission or any forum by federal, state or on behalf local agency or court against or involving the Company or any of any present its Subsidiaries. (h) No workers' compensation or former employee of retaliation claim is pending against the Company or any of its Subsidiaries alleging breach in excess of any express $250,000 in the aggregate and the Company maintains adequate insurance with respect to workers' compensation claims pursuant to insurance policies that are currently in force, or implied contract of employmenthas accrued an adequate liability for such obligations, any law or regulation governing employment or the termination thereof or other discriminatoryincluding, wrongful or tortious conduct in connection without limitation, adequate accruals with the employment relationship.respect to accrued but unreported claims and retroactive insurance premiums. Section 3.18

Labor and Employment Matters. (ai) Except as set forth in Section 3.25 Schedule 4.21, the Company is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including without limitation the federal Immigration Reform and Control Act, the National Labor Relations Act, the Fair Labor Standards Act, the Equal Pay Act, the Occupational Safety and Health Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Utah Anti-Discrimination Act; (ii) there is no unfair labor practice, complaint or proceeding against the Company Disclosure Schedulepending before the National Labor Relations Board or, to the best knowledge of the Sellers and the Company, threatened against or affecting the Company nor, to the best knowledge of the Sellers is there a basis for such a complaint or proceeding; (iiii) there are no complaints or charges of employment discrimination against the Company pending before any federal, state or local agency or authority or, to the best knowledge of the Sellers and the Company, threatened against or affecting the Company; (iv) there is no labor strike, material labor dispute, slowdown, work slowdown or work stoppage or lockout actually pending, pending or, to the best knowledge of the Sellers and the Company, threatened against or affecting the Company or any of its Subsidiaries, and during the past three years there has not been any such action, Company; (iiv) no labor organization claims representation question involving an attempt to represent the organize a bargaining unit including any employees of the Company is pending or, to the best knowledge of the Sellers and the Company, threatened against or affecting the Company; (vi) no grievance or arbitration proceeding arising out of or under any of its Subsidiaries, (iii) neither collective bargaining agreement between the Company nor and any labor union or labor organization is pending or, to the best knowledge of its Subsidiaries the Sellers and the Company, threatened against or affecting the Company; (vii) the Company is not a party to or bound by any collective bargaining agreement, union contract or similar agreement governing terms and conditions of employment understanding with any labor union or labor organization; (viii) no collective bargaining agreement is currently being negotiated by the Company; and (ix) there are no actions, (iv) none suits, claims, governmental investigations or arbitration proceedings pending or to the knowledge of the employees of Sellers or the Company threatened against or affecting the Company or any of its Subsidiaries is represented assets or properties brought by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible applicant for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law employee or regulation governing any former employee. Except as set forth in Schedule 4.21, none of the Sellers nor the Company is aware that any executive or key employee or group of employees has any plans to terminate his, her or their employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipCompany.

Labor and Employment Matters. (a) Except as set forth in Section 3.25 3.12(a) of the Company Disclosure ScheduleLetter, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries subsidiary is a party to any collective bargaining agreement or bound similar agreement with any labor organization or other representative of any Company Employees, nor is any such agreement being (or required to be) negotiated by the Company as of Table of Contents the date hereof. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its subsidiaries are in compliance with any collective bargaining or similar agreement governing terms and conditions of employment agreements with any labor organization, (iv) none organization or other representative of the employees of any Company Employees to which the Company or any of its Subsidiaries subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of a party or as to which the Company or any of its Subsidiaries, nor, to the knowledge subsidiaries is otherwise subject or bound. As of the Companydate hereof, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respectsno, and (x) since the Applicable Date there are no have been no, material complaintsstrikes, lawsuits work stoppages, slowdowns, lockouts or other proceedings similar material labor disputes pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of writing against the Company or any of its Subsidiaries subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (i) unfair labor practice complaints or charges pending against the Company or any subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority, (ii) claims or complaints before the National Mediation Board or any court or any other labor relations tribunal or authority alleging breach any violation of the Railway Labor Act or any express collective bargaining agreement, (iii) to the knowledge of the Company, union organizing efforts regarding any Company Employees, or implied contract (iv) liabilities or obligations under the WARN Act that remain unsatisfied. As of employmentthe date of this Agreement, any law there are no pending or, to the knowledge of the Company, threatened and, since the Applicable Date, there have been no, charges, complaints, grievances, arbitrations, audits, investigations of which the Company has been notified in writing, actions or regulation governing proceedings relating to employees or employment practices, except as would not reasonably be expected to have, individually or in the termination thereof or other discriminatoryaggregate, wrongful or tortious conduct in connection with the employment relationshipa Material Adverse Effect.