Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. Neither the Company nor any Subsidiary is, or at any time has been, a party to any collective bargaining agreement or other labor union agreements applicable to Persons employed by the Company or any Subsidiary. Except as disclosed in Section 3.12 of the Company Disclosure Schedule, there are no employees represented by a works council or a labor organization or, to the knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the knowledge of the Company, threatened in writing. Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are in compliance with all applicable Law respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to their employees. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no charges, appeals or Actions against the Company or any Subsidiary pending or, to the knowledge of the Company, threatened in writing, before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or any other comparable Governmental Authority. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary has received notice during the past three years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience of the Company or any Subsidiary.

Labor and Employment Matters. Neither the Company nor any Subsidiary is, or at any time has been, a party to any collective bargaining agreement or other labor union agreements applicable to Persons employed by the Company or any Subsidiary. Except as disclosed in Section 3.12 of the Company Disclosure Schedule, there are no employees represented by a works council or a labor organization or, to the knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the knowledge of the Company, threatened in writing. Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are in compliance with all applicable Law respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to their employees. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no charges, appeals or Actions against the Company or any Subsidiary pending or, to the knowledge of the Company, threatened in writing, before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or any other comparable Governmental Authority. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary has received notice during the past three years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' ’ compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' ’ compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience of the Company or any Subsidiary.

Labor and Employment Matters. Neither Except for the Company Union Contracts, neither the Company nor any Company Subsidiary is, or at any time has been, a is party to any collective bargaining agreement or other similar labor union agreements applicable Contract with respect to Persons employed any of their respective employees. Except for employees covered by a Company Union Contract, no employees of the Company or any Company Subsidiary are represented by any other labor union with respect to their employment for the Company or any Company Subsidiary. Except as disclosed in Section 3.12 of To the Company Disclosure Schedule, there are no employees represented by a works council or a labor organization or, to the knowledge Knowledge of the Company, activities except as would not have or proceedings of any would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) there are no labor union representation or certification proceedings with respect to organize any such employees. No work stoppage, slowdown or labor strike against employees of the Company or any Company Subsidiary is pending oror threatened in writing to be brought or filed with the National Labor Relations Board, and (b) there are no labor union organizing activities, with respect to the knowledge employees of the CompanyCompany or any Company Subsidiary. From January 1, 2015 until the date of this Agreement, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there have been no labor union strikes, slowdowns, work stoppages or lockouts or other material labor disputes pending or threatened in writingwriting against or affecting the Company or any Company Subsidiary. Except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2014, the Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee each Company Subsidiary has complied and (b) are is in compliance with all applicable Law respecting employmentLaws pertaining to employment or labor matters and has not engaged in any action that will require any notifications under the Workers Adjustment and Retraining Notification Act and comparable local, employment practicesstate, terms and conditions of employment and wages and hours, in each case, with respect to their employeesfederal Laws (“WARN”). Except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no charges, appeals Claims or Actions against the Company or any Subsidiary investigations pending or, to the knowledge Knowledge of the Company, threatened in writing, before by or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or any other comparable Governmental Authority. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary has received notice during the past three years of the intent on behalf of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience employee of the Company or any SubsidiaryCompany Subsidiary alleging violations of Laws pertaining to employment or labor matters.

Labor and Employment Matters. Neither Except for the Company Union Contracts, neither the Company nor any Company Subsidiary is, or at any time has been, a is party to any collective bargaining agreement or other similar labor union agreements applicable Contract with respect to Persons employed any of their respective employees. Except for employees covered by a Company Union Contract, to the Knowledge of the Company, no employees of the Company or any Company Subsidiary are represented by any other labor union with respect to their employment for the Company or any Company Subsidiary. Except as disclosed in Section 3.12 of To the Company Disclosure Schedule, there are no employees represented by a works council or a labor organization or, to the knowledge Knowledge of the Company, activities except as would not have or proceedings of any would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) there are no labor union representation or certification proceedings with respect to organize any such employees. No work stoppage, slowdown or labor strike against employees of the Company or any Company Subsidiary is pending oror threatened in writing to be brought or filed with the National Labor Relations Board, and (b) there are no labor union organizing activities, with respect to the knowledge employees of the CompanyCompany or any Company Subsidiary. From January 1, 2015 until the date of this Agreement, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there have been no labor union strikes, slowdowns, work stoppages or lockouts or other material labor disputes pending or threatened in writingagainst or affecting the Company or any Company Subsidiary. Except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2015, the Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee each Company Subsidiary has complied and (b) are is in compliance with all applicable Law respecting employmentLaws pertaining to employment or labor matters and has not engaged in any action that will require any notifications under the Workers Adjustment and Retraining Notification Act and comparable local, state, and federal Laws (the “WARN Act”). To the Knowledge of the Company, there are no Claims or investigations threatened or pending making class-wide allegations pertaining to employment practices, terms and conditions of employment and wages and hours, in each case, or labor matters with respect to their employees. Except the Company or any Company Subsidiary and except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no charges, appeals Claims or Actions against the Company or any Subsidiary investigations pending or, to the knowledge Knowledge of the Company, threatened in writing, before by or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or any other comparable Governmental Authority. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary has received notice during the past three years of the intent on behalf of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience employee of the Company or any SubsidiaryCompany Subsidiary alleging violations of Laws pertaining to employment or labor matters.

Labor and Employment Matters. Neither the Company nor No employee of Telaria or any Subsidiary is, of its Subsidiaries is covered by an effective or at any time has been, a party to any pending collective bargaining agreement or other similar labor union agreements applicable to Persons employed by the Company or any Subsidiary. Except as disclosed in Section 3.12 of the Company Disclosure Schedule, there are no employees represented by a works council or a labor organization oragreement and, to the knowledge Knowledge of the CompanyTelaria, activities or proceedings there has not been any activity on behalf of any labor union union, labor organization or similar employee group to organize any such employees. No work stoppage, slowdown or labor strike against the Company employees of Telaria or any Subsidiary is pending or, to the knowledge of the Company, threatened in writingits Subsidiaries. Except as would not have a Company Material Adverse Effectfor matters that, individually and in the Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are in compliance with all applicable Law respecting employmentaggregate, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to their employees. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on Telaria, (i) there are no charges, appeals or Actions against (and have not been during the Company or any Subsidiary three (3)-year period preceding the date of this Agreement) pending or, to the knowledge Knowledge of the CompanyTelaria, threatened in writing, before strikes, work stoppages, slowdowns or by the Equal Employment Opportunity Commission, the Department lockouts with respect to any employees of Labor, Occupational Safety and Health Administration, the National Labor Relations Board Telaria or any of its Subsidiaries, and (ii) there is no (and has not been during the three (3)-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other comparable Governmental Authoritythan routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Telaria, threatened in writing against Telaria or any of its Subsidiaries. Except as as, individually and in the aggregate, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on Telaria, neither the Company Telaria nor any Subsidiary of its Subsidiaries has received written notice during the past three (3) years of the intent of any Governmental Authority Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' workers compensation insurance laws to conduct an investigation of Telaria or affecting the Company or a Subsidiary any of its Subsidiaries and, to the knowledge Knowledge of the CompanyTelaria, no such investigation is in progress. Except as as, individually and in the aggregate, would not reasonably be expected to havehave a Material Adverse Effect on Telaria, individually or Telaria and its Subsidiaries have been in compliance with all Applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of taxes and continuation coverage with respect to group health plans. During the preceding three years, (i) neither Telaria nor any Subsidiary has effectuated a “plant closing” (as defined in the aggregateWorker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a Company Material Adverse Effect“mass layoff” (as defined in the WARN Act) in connection with Telaria or any Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither Telaria nor any Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. Within the three (3)-year period preceding the date of this Agreement, there are has been no outstanding assessmentswritten or, penaltiesto the Knowledge of Telaria, fines, liens, charges, surchargesoral claim (internally or otherwise) by any current or former employee or any current or former independent contractor of Telaria or any of its Subsidiaries, or other amounts due by any applicant for employment with Telaria or owing by the Company its Subsidiaries, that an officer, director, or Company senior management employee of Telaria or its Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company has engaged in sexual harassment or similar misconduct. Neither Telaria nor any Company Subsidiary of its Subsidiaries has been reassessed in entered into any material respect under settlement agreement related to allegations of sexual harassment or misconduct by any officer, director or senior management employee of such Laws during the past three years; there are no claims that may affect the accident cost experience of the Company or any Subsidiaryentity.

Labor and Employment Matters. Neither the Company nor any Subsidiary is, or at any time has been, a party to any collective bargaining agreement or other labor union agreements applicable to Persons employed by the Company or any Subsidiary. Except as ---------------------------- disclosed in Section 3.12 of the Company Disclosure Schedule, there are no employees represented by a works council Letter or a labor organization or, to the knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike against in the Company SEC Documents or any Subsidiary as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the knowledge of the Company, threatened in writing. Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are in compliance with all applicable Law respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to their employees. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no charges, appeals or Actions against the Company or any Subsidiary of the Company Subsidiaries, (b) no union organizing campaign with respect to the employees of the Company or the Company Subsidiaries is underway or, to the Company's knowledge, threatened, (c) there is no unfair labor practice charge or complaint against the Company or the Company Subsidiaries pending or, to the knowledge of the Company, threatened in writing, before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or any similar state or foreign agency, (d) there is no grievance pending relating to any collective bargaining agreement or other comparable grievance procedure, (e) no charges with respect to or relating to the Company or the Company Subsidiaries are pending before the Equal Employment Opportunity Commission or any other Governmental Authority. Except as Entity responsible for the prevention of unlawful employment practices, (f) there is no works council, union, employee representative, or other labor organization which pursuant to applicable Law has to be notified or consulted or with which negotiations need to be conducted by operation of Law in connection with the Transactions and (g) the Company and each Company Subsidiary are in compliance with all domestic and applicable foreign Laws, regulations, ordinances, codes or other legally binding rules and their own policies respecting employment, employment practices, terms and conditions of employment, wage and hours, equal opportunity, equal pay, civil rights, labor relations, immigration, occupational health and safety, and payroll and wage taxes, except to the extent any noncompliance would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any Subsidiary has received notice during the past three years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience of the Company or any Subsidiary.

Labor and Employment Matters. Neither the Company nor any Subsidiary is, or at any time has been, a party to any collective bargaining agreement or other labor union agreements applicable to Persons employed by the Company or any Subsidiary. Except as disclosed listed in Section 3.12 4.17(a) of the Company Disclosure Schedule, there are no employees represented by a works council or a labor organization or, to the knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the knowledge of the Company, threatened in writing. Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries (a) are, and since January 1, 2014 have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are been, in material compliance with all applicable Law federal, state, and foreign Applicable Laws respecting employment, employment and employment practices, terms and conditions of employment employment, collective bargaining, and wages and hours, including, to the extent applicable, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in each caseEmployment Act of 1967, as amended, the Americans with respect to their employeesDisabilities Act, as amended, state anti-discrimination laws and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages except for possible violations or arrearages, which, individually or in the aggregate, are not and would not be, individually or in the aggregate, material in magnitude. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no charges, appeals or Actions against : (i) neither the Company nor any of its Subsidiaries has received notice of any Proceedings pending, scheduled or threatened (in writing) by or before any Subsidiary pending Governmental Authority pertaining to the employment practices of the Company and (ii) no written complaints relating to employment practices of the Company have been received by the Company or, to the knowledge Knowledge of the Company, threatened in writing, before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or made to any other comparable Governmental Authority. Except as would not reasonably be expected to have, individually or listed in Section 4.17(b) of the aggregate, a Company Material Adverse EffectDisclosure Schedule, neither the Company nor any Subsidiary has received notice during the past three years of the intent of Company is a party to, or otherwise bound by, any Governmental Authority responsible for the enforcement of laborcollective bargaining agreement or relationship or other agreement or understanding with a labor union, employment, occupational health and safety works council or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting other labor organization. Neither the Company nor any Subsidiary of the Company is, or a Subsidiary andhas been since January 1, 2013, subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union or labor organization. To the knowledge Knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected union organizing activities are underway or threatened with respect to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience employees of the Company or any Subsidiary.of its Subsidiaries and no such activities have occurred since January 1, 2013. There are no pending or, to the Knowledge of the Company, threatened labor strikes, walkouts, slowdowns, lockouts or other material labor disputes involving the Company or any Subsidiary of the Company, and no such disputes have occurred since January 1, 2013. Section 4.18

Labor and Employment Matters. Neither the Company nor any Company Subsidiary is, or at any time has been, is a party to or bound by any collective bargaining agreement with any labor union, works council, employee representative, or other labor union agreements applicable organization representing, purporting to Persons employed by represent or attempting to represent any employee of the Company or any Company Subsidiary. Except as disclosed for matters that, individually or in Section 3.12 of the Company Disclosure Scheduleaggregate, there are no employees represented by a works council or a labor organization or, to the knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the knowledge of the Company, threatened in writing. Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) there is no ongoing or, to the Company Knowledge of the Company, threatened, strike, slowdown, picketing, work stoppage, concerted refusal to work overtime or other similar labor dispute, and its Subsidiaries no such dispute has occurred since January 1, 2009, (aii) have there are no direct labor- or indirect liability employment-related grievances, arbitrations or litigation and there is no representation petition pending or, to the Knowledge of the Company, threatened in writing or anticipated with respect to any misclassification employee of the Company or any Persons as an independent contractor rather than as an employee Company Subsidiaries and (biii) there are in compliance with all applicable Law respecting employmentno union organization or decertification activities pending or, employment practicesto the Knowledge of the Company, terms threatened, and conditions to the Knowledge of employment and wages and hoursthe Company, in each caseno such activities have occurred since January 1, with respect to their employees2009. Except as would not reasonably be expected to havefor matters that, individually or in the aggregate, a Company Material Adverse Effect, there are no charges, appeals or Actions against the Company or any Subsidiary pending or, to the knowledge of the Company, threatened in writing, before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or any other comparable Governmental Authority. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has received notice during engaged in any unfair labor practices within the past three years meaning of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progressNational Labor Relations Act. Except as would not reasonably be expected to havefor matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to employment and employment practices, including provisions thereof relating to workers’ compensation, terms and conditions of employment, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2109 et seq. or any similar or related Law (the “WARN Act”), and there are no outstanding assessments, penalties, fines, liens, charges, surchargespending, or other amounts due or owing by to the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither Knowledge of the Company nor any Company Subsidiary has been reassessed in any Company, threatened material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience of Actions against the Company or any Company Subsidiary by any current or former director, officer, employee or contractor relating to labor or employment matters at the Company or any Company Subsidiary.

Labor and Employment Matters. Neither Except as set forth in Section 3.16 of the Company Disclosure Letter, neither the Company nor any Subsidiary isof the Subsidiaries is a party to, or at any time has beenbound by, a party to any collective bargaining agreement or other contracts, arrangements, agreements or understandings with a labor union agreements applicable to Persons employed or labor organization that was certified by the Company or any SubsidiaryNational Labor Relations Board ("NLRB"). Except as disclosed would not reasonably be expected to, individually or in Section 3.12 of the aggregate, have a Company Disclosure ScheduleMaterial Adverse Effect, there are is no employees represented by a works council or a labor organization orexisting, to the knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the knowledge of the Company, 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 the Subsidiaries, (ii) activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of the Subsidiaries, (iii) certification or decertification question relating to collective bargaining units at the premises of the Company or any of the Subsidiaries or (iv) lockout, strike, organized slowdown, work stoppage or work interruption with respect to such employees. To the knowledge of the Company, none of the Company, any of the Subsidiaries or any of their respective representatives or employees has committed an unfair labor practice in writing. Except as connection with the operation of the respective businesses of the Company or any of the Subsidiaries, which would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the . The Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are in compliance with all applicable Law Laws respecting labor, employment, fair employment practices, terms and conditions of employment employment, workers' compensation, occupational safety, plant closings and wages and hours, in each case, with respect to their employees. Except as except where such failure would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 3.16 of the Company Disclosure Letter, there are no charges, appeals or Actions against the Company or any Subsidiary material controversies pending or, to the knowledge of the Company, threatened in writingbetween the Company, before its Subsidiaries and any of its current or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board former employees which have or any other comparable Governmental Authority. Except as would not could reasonably be expected to haveresult in an action, individually suit, proceeding, claim, arbitration or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary has received notice during the past three years of the intent of investigation before any Governmental Authority responsible for the enforcement of laborEntity. The Company and its Subsidiaries have properly accrued on its books and records all unpaid but accrued wages, employment, occupational health salaries and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience of the Company or any Subsidiarypaid time-off.

Labor and Employment Matters. Neither Except as set forth in Schedule 3.12 of the Company Disclosure Letter or to the extent imposed or implied by applicable foreign Law, neither the Company nor any Subsidiary isof its Subsidiaries is a party to, or at any time has beenbound by, a party to any collective bargaining agreement with employees or other Contracts or understandings with a labor union agreements applicable or labor organization. Except as set forth in Schedule 3.12 of the Company Disclosure Letter, there are no strikes or lockouts with respect to Persons employed by any employee of the Company or any Subsidiary, and to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any Subsidiary. Except for such matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or except as disclosed set forth in Section Schedule 3.12 of the Company Disclosure ScheduleLetter, (a) there are is no employees represented by a works council unfair labor practice, labor dispute (other than routine individual grievances) or a labor organization arbitration proceeding pending or, to the knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike threatened against the Company or any Subsidiary its Subsidiaries relating to their business; (b) there is no slowdown, work stoppage or threat thereof by or with respect to such employees; and (c) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (A) employment and employment practices, (B) terms and conditions of employment and wages and hours, and (C) unfair labor practices. Except as set forth in Schedule 3.8 or Schedule 3.12 of the Company Disclosure Letter, there is no Litigation pending or, to the knowledge of the Company, threatened in writing. Except as would not have a Company Material Adverse Effect, writing against the Company or any of its Subsidiaries, at law or in equity, alleging a violation of applicable Laws, rules or regulations respecting employment and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are in compliance with all applicable Law respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to their employees. Except as would not reasonably be expected to haveor unfair labor practice that, individually or in the aggregate, has had or would reasonably by expected to have a Company Material Adverse Effect, there are no charges, appeals or Actions against the Company or any Subsidiary pending or, to the knowledge of the Company, threatened in writing, before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board or any other comparable Governmental Authority. Except as would not reasonably be expected to haveset forth in Schedule 3.12 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act (the "WARN Act") as a result of any action taken by the Company (other than at the written direction of Parent) and that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any Subsidiary has received notice during the past three years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing by the Company or Company Subsidiaries pursuant to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience of the Company or any Subsidiary.

Labor and Employment Matters. Neither the The Company nor any Subsidiary is, or at any time has been, a party to any collective bargaining agreement or other labor union agreements applicable to Persons employed by the Company or any Subsidiary. Except as disclosed in Section 3.12 and all of the Company Disclosure Schedule, there are no employees represented by a works council or a labor organization orits Subsidiaries and, to the knowledge Knowledge of the Company, activities or proceedings of any labor union to organize any such employees. No work stoppage, slowdown or labor strike against the Company or any Subsidiary is pending or, to the knowledge all of the Company, threatened in writing. Except as would not Joint Ventures have a Company Material Adverse Effect, the Company and its Subsidiaries (a) have no direct or indirect liability with respect to any misclassification of any Persons as an independent contractor rather than as an employee and (b) are in compliance complied with all applicable Law respecting employmentlabor and employment Laws, including, all labor and employment practicesprovisions included in the Maritime Guidelines, terms and conditions of employment and wages and those relating to wages, hours, in each caseworkplace safety and health, with respect immigration, individual and collective termination, discrimination and data privacy, except where failure to their employees. Except as comply has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.19 of the Company Disclosure Schedule sets forth a complete list of all employment agreements that obligate the Company or any of its Subsidiaries to pay an annual aggregate employment compensation in the form of salary and bonus in excess of $250,000 or its equivalent in foreign currency and to which the Company or any of its Subsidiaries is a party. To the Knowledge of the Company, there are no chargespending, appeals threatened, labor disputes, work stoppages, requests for representation, pickets, work slow downs due to labor disagreements or Actions against any actions or arbitrations that involve the labor or employment relations of the Company or any Subsidiary pending orof its Subsidiaries. There has been no labor strike, to dispute, work stoppage, request for representation, picket or work slow-down within the knowledge past three years in respect of the Company, threatened in writing, before or by the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration, the National Labor Relations Board Company or any other comparable Governmental Authority. Except as of its Subsidiaries, except where such strike, dispute, work stoppage, request, picket or work slow-down that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Section 4.19 of the Company Disclosure Schedule, neither the Company nor any Subsidiary has received notice during of its Subsidiaries is party to any collective bargaining agreement or any other type of collective agreement with any type of local, national or supranational workers’ representatives. To the past three years Knowledge of the intent of Company there is not pending or underway any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers' compensation laws to conduct an investigation of or affecting the Company or a Subsidiary and, to the knowledge of the Company, no such investigation is in progress. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no outstanding assessments, penalties, fines, liens, charges, surchargesunion, or any other amounts due type of workers’ representatives, organizational activities or owing by the Company requests or Company Subsidiaries pursuant elections for representation with respect to any workplace safety and insurance/workers' compensation Laws; neither the Company nor any Company Subsidiary has been reassessed in any material respect under such Laws during the past three years; there are no claims that may affect the accident cost experience employees of the Company or any Subsidiaryof its Subsidiaries.