Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor (i) There are no collective bargaining agreements with any CTWS Subsidiary union covering employees of Parent or any of Parent Subsidiaries, (ii) there is party no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the Knowledge of Parent or bound by any Collective Bargaining Agreement of Parent Subsidiaries, threatened against Parent or any of Parent Subsidiaries; (iii) to the Knowledge of Parent or any of Parent Subsidiaries, no union organizing campaign with respect to the employees of Parent or any CTWS Personnel. No CTWS Personnel are represented by of Parent Subsidiaries is threatened or underway; (iv) there is no unfair labor practice charge or complaint against Parent or any of Parent Subsidiaries pending or, to the Knowledge of Parent or any of Parent Subsidiaries, threatened before the National Labor Organization Relations Board or any similar state or foreign agency; (v) there is no written grievance pending relating to any collective bargaining agreement or other grievance procedure; and (vi) to the Knowledge of Parent or any of Parent Subsidiaries, no charges with respect to their or relating to Parent or any of Parent Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment with CTWS. Except practices, except for matters thatsuch exceptions to the foregoing clauses (iv), (v) and (vi) which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or Effect on behalf of any Labor OrganizationParent. (b) Except Parent has made available to the Company true, correct and complete copies of each of Parent’s material written personnel policies or rules applicable to employees of Parent or of Parent Subsidiaries in effect as of the date hereof. Parent and Parent Subsidiaries, and to the Knowledge of Parent and the Parent Subsidiaries all of the Contractors engaged in the operation of the respective businesses of Parent and the Parent Subsidiaries, are and have at all times been, in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, except for instances of noncompliance thatsuch failures to be in compliance as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansEffect on Parent. (c) Except for instances As of noncompliance thatthe date hereof, individually or in within the aggregatelast three years, Parent and Parent Subsidiaries have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: effectuated (i) to CTWS a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any CTWS Subsidiary of Parent Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of Parent or any of the Parent Subsidiaries; nor has Parent or any of the Parent Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to a former employer trigger application of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS similar state or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationlocal Law. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Subsidiary of its Subsidiaries is party to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnelcollective bargaining agreement, works council agreement or similar labor-related agreement or arrangement. No CTWS Personnel strike, material work slowdown, work stoppage, or unfair labor practice against Parent or any of its Subsidiaries is pending, or to knowledge of Parent, threatened. To the knowledge of Parent, no activities or proceedings of any labor union to organize any employees of Parent or any of its Subsidiaries are represented by pending or threatened. No labor union or works council currently represents any Labor Organization employees of Parent or any of its Subsidiaries in connection with respect to their employment with CTWS. Parent or any of its Subsidiaries. (b) Except for matters thatas has not had, individually or in the aggregate, have not had and would not reasonably be expected to have have, a CTWS Parent Material Adverse Effect, Parent and each of its Subsidiaries is in compliance with all applicable Laws respecting hiring, employment and employment practices, terms and conditions of employment, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, engagement of independent contractors (including the appropriate classification of the same), payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to all employees, independent contractors, and other service providers of Parent and its Subsidiaries. (c) As of the date of this Agreement, except as has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, (i) there is are no charges, complaints, audits or investigations pending or scheduled by any Governmental Entity pertaining to the employment practices or actions of Parent or any of its Subsidiaries or, to the Knowledge of CTWSParent’s knowledge, threatened strike, lockout, slowdown, work stoppage against Parent or unfair labor practice by or with respect to any CTWS Personnel of its Subsidiaries and (ii) to the Knowledge Parent’s knowledge, no complaints or charges relating to employment practices or actions of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS Parent or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has its Subsidiaries have been made by since January 1, 2018 to any Governmental Entity or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected submitted to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS Parent or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationits Subsidiaries. (d) To the Knowledge knowledge of CTWSParent, in the last five years, no neither Parent nor any of its Subsidiaries is party to a settlement agreement with any employee of Parent or any of its Subsidiaries that involves material allegations of sexual harassment have been made to CTWS by any employee of Parent or any of its Subsidiaries at the level of Senior Vice President or above. To the knowledge of Parent, no material allegations of sexual harassment are pending against any individual employee of Parent or any of its Subsidiaries at the level of Senior Vice President or above in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or abovesuch.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Seller and Each Subsidiary is party of Seller are in material compliance with all federal, state, and foreign Laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including, to or bound by any Collective Bargaining Agreement 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 Employment Act of 1967, as amended, the Americans with respect to any CTWS Personnel. No CTWS Personnel Disabilities Act, as amended, state anti-discrimination laws and other than normal accruals of wages during regular payroll cycles, there are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually or no arrearages in the aggregatepayment of wages except for possible violations or arrearages. To Seller’s knowledge, have not had and would not reasonably be expected to have a CTWS Material Adverse Effectas of the date hereof, (i) there is are no audits or investigations pending or, or scheduled by any Governmental Authority pertaining to the Knowledge employment practices of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel Seller and (ii) no written complaints relating to the Knowledge employment practices of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has Seller have been made by to any Governmental Authority or on behalf of any Labor Organizationsubmitted to Seller. (b) Except for instances Neither Seller nor any Subsidiary of noncompliance thatSeller is a party to, individually or otherwise bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization except outside of the United States in the aggregateordinary course of business. To the knowledge of Seller, neither Seller nor any Subsidiary of Seller is 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 nor is there pending or threatened, any labor strike or lockout involving Seller or any Subsidiary of Seller. (c) All current and former employees, independent contractors and leased employees have not had been properly classified as such by Seller and would not reasonably each of its Subsidiaries for tax purposes and for compliance with all other Laws. Seller and each of its Subsidiaries has properly classified its employees as exempt or non-exempt under the Fair Labor Standards Act and applicable state laws. Neither Seller nor any of its Subsidiaries is delinquent in payments to any individuals for any wages, salaries, commissions, bonuses or other direct or indirect compensation for any services performed by them or amounts required to be expected reimbursed to have a CTWS Material Adverse Effect, CTWS such individuals. (d) Seller and the CTWS Subsidiaries each Subsidiary of Seller are in compliance with all applicable Laws relating to labor and employmentrespecting government contractors, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have but not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) limited to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member regulations of the CTWS Board or Office of Federal Contract Compliance Programs (iii“OFCCP”) and the obligation to maintain a current affirmative action plan. Except as set forth in Section 5.14(d) of the Seller Disclosure Schedule, neither Seller nor any of its Subsidiaries has been subject to an employee of CTWS or any CTWS Subsidiary at a level of Vice President or aboveaudit by the OFCCP within the past 5 years.

Labor and Employment Matters. (a) None of Parent or any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement, contract, or other written agreement with a labor union or labor organization. Neither CTWS Parent nor any CTWS Subsidiary of its Subsidiaries is party subject to, and during the past three (3) years there has not been, any charge, demand, petition, organizational campaign, or representation proceeding seeking to compel, require, or bound by demand it to bargain with any Collective Bargaining Agreement with respect to labor union or labor organization nor is there pending any CTWS Personnel. No CTWS Personnel are represented by labor strike or lockout involving Parent or any Labor Organization with respect to their employment with CTWS. of its Subsidiaries. (b) Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, (i) Parent and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, work safety and health, terms and conditions of employment, and wages and hours, including Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, the Fair Labor Standards Act, as amended, and its state and local law equivalents, and the related rules and regulations adopted by those federal and state agencies responsible for the administration of such Laws, and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages, (ii) neither Parent nor any of its Subsidiaries is delinquent in any payments to any employee or to any independent contractors, consultants, temporary employees, leased employees or other servants or agents employed or used with respect to the operation of Parent’s business and classified by Parent or any of its Subsidiaries as other than an employee or compensated other than through wages paid by Parent or any of its Subsidiaries through its respective payroll department (“Parent Contingent Workers”), for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Parent Contingent Workers, (iii) there are no grievances, complaints or charges with respect to employment or labor matters (including allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the Knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries in any judicial, regulatory or administrative forum or under any private dispute resolution procedure, (iv) all employees of Parent and each of its Subsidiaries are employed at-will and no such employees are subject to any contract with Parent or any of its Subsidiaries or any policy or practice of Parent or any of its Subsidiaries providing for right of notice of termination of employment or the right to receive severance payments or similar benefits upon the termination of employment by Parent or any of its Subsidiaries, and (v) neither Parent nor any of its Subsidiaries has experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the WARN Act or any similar Law affecting any site of employment of Parent or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of Parent or any of its Subsidiaries, and, during the ninety (90)-day period preceding the date hereof, no employee has suffered an “employment loss,” as defined in the WARN Act, with respect to Parent or any of its Subsidiaries, and (vi) there are no pending or, to the Knowledge of CTWSParent, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by reasonably anticipated claims or with respect to actions against Parent under any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health planscompensation policy or long-term disability policy. (c) Except for instances Notwithstanding any other provision of noncompliance thatthis Agreement, individually or the representations and warranties contained in Section 3.15(a) and Section 3.15(b) constitute the aggregate, have not had sole and would not reasonably be expected exclusive representations and warranties of Parent and its Subsidiaries relating to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationcollective bargaining matters and compliance with Labor Laws. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Subsidiary of its Subsidiaries is a party to to, or bound by, any collective bargaining agreements or understandings with any labor unions or labor organizations. There is no (i) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries relating to their businesses, (ii) activity or proceeding by a labor union or representative thereof to the knowledge of Parent to organize any Collective Bargaining Agreement employees of Parent or any of its Subsidiaries, or (iii) lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees, and during the last three years there has not been any CTWS Personnel. No CTWS Personnel such action. (b) There are represented no complaints, charges or claims against Parent or its Subsidiaries pending or, to the knowledge of Parent, threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by any Labor Organization Parent or its Subsidiaries that, if individually or collectively resolved against Parent or its Subsidiaries, would reasonably be expected to have a Material Adverse Effect on Parent. (c) Each of Parent and its Subsidiaries is in compliance with respect to their Laws regarding employment with CTWS. Except practices, terms and conditions of employment and wages, except for matters thatsuch noncompliance as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or Effect on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationParent. (d) To the Knowledge of CTWS, in During the last five yearsyears there has been no “mass layoff” or “plant closing” as defined by the WARN Act in respect of Parent or its Subsidiaries. Neither Parent nor any of its Subsidiaries has been affected by any transactions or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, no allegations of sexual harassment have been made local or foreign Law or regulation which is similar to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or aboveWARN Act.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Parent Subsidiary is a party to to, or bound by by, any Collective Bargaining Agreement collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor are there any negotiations or discussions currently pending or occurring between Parent, or any of the Parent Subsidiaries, and any labor union or labor organization regarding any collective bargaining agreement or any other work rules or polices. There is no unfair labor practice or labor arbitration proceeding pending or, to Parent’s Knowledge, threatened against Parent or any of the Parent Subsidiaries relating to their business. To Parent’s Knowledge, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of Parent or any CTWS Personnel. No CTWS Personnel of the Parent Subsidiaries. (b) There are represented no proceedings pending or, to Parent’s Knowledge, threatened against Parent or any of the Parent Subsidiaries in any forum by or on behalf of any Labor Organization present or former employee of Parent or any of the Parent Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of Parent or any of the Parent Subsidiaries in connection with respect to their the employment with CTWS. Except for matters thatrelationship, which, individually or in the aggregate, have not has had and or would not reasonably be expected to have a CTWS Parent Material Adverse Effect. (c) Since January 1, 2020, to Parent’s Knowledge, Parent and the Parent Subsidiaries have been and are in compliance with (i) there is no pending orall applicable Laws respecting employment and employment practices, to terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, harassment, non-discrimination in employment, workers’ compensation, unemployment compensation and the Knowledge collection and payment of CTWS, threatened strike, lockout, slowdown, work stoppage withholding or unfair labor practice by or with respect to any CTWS Personnel payroll Taxes and similar Taxes and (ii) to all obligations of Parent and the Knowledge of CTWSParent Subsidiaries under any employment agreement, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS consulting agreement, severance agreement, collective bargaining agreement or any CTWS Subsidiary similar employment or labor-related agreement or understanding, except, in each case in subsections (i) and no demand for recognition as the exclusive bargaining representative of (ii), any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance thatthat would not, individually or in the aggregate, have not had and would not have, or reasonably be expected to have have, a CTWS Parent Material Adverse Effect. Since January 1, CTWS 2020, to Parent’s Knowledge, all independent contractors and consultants providing personal services to Parent and the CTWS Parent Subsidiaries are in compliance with have been properly classified as independent contractors for purposes of all applicable Laws relating to labor and employmentLaws, including those relating Laws with respect to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or employee benefits, equal employmentand all employees of Parent and the Parent Subsidiaries have been properly classified under the FLSA, plant closures and layoffsexcept, workers’ compensationin each case, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance thatas would not, individually or in the aggregate, have not had and have, or would not reasonably be expected to have have, a CTWS Parent Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To During the Knowledge of CTWSpreceding three (3) years, Parent and the Parent Subsidiaries have not effectuated a “plant closing” or “mass layoff” (each as defined in the WARN Act), in either case that resulted in a material liability to the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS Company or any CTWS Subsidiary at a level of Vice President or aboveCompany Subsidiary.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party AirTran has made available to or bound by any Collective Bargaining Agreement with respect Southwest true and complete copies of all collective bargaining agreements and other labor union contracts (including all amendments thereto) applicable to any CTWS Personnel. No CTWS Personnel are represented by employees of AirTran or any Labor Organization with respect to their employment with CTWS. AirTran Subsidiaries (the “AirTran CBAs”). (b) Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have result in a CTWS AirTran Material Adverse Effect, (i) there is no grievances, arbitrations, or legal or administrative Proceedings which allege violation of any agreement, AirTran CBAs, or applicable Law with respect to any employee are pending or, to the Knowledge of CTWSAirTran, threatened strikeagainst AirTran or any of the AirTran Subsidiaries, lockout(ii) neither AirTran nor any of the AirTran Subsidiaries is delinquent in payments to any of its employees for any wages, slowdownsalaries, work stoppage commissions, bonuses, or unfair labor practice by other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iii) neither AirTran nor any of the AirTran Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Authority with respect to any CTWS Personnel and unemployment compensation benefits, social security, or other benefits or obligations for employees, (iiiv) to the Knowledge of CTWSAirTran, there are no activities or proceedings employee of any Labor Organization to organize any employees of CTWS AirTran or any CTWS Subsidiary and no demand for recognition as of the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS AirTran Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreementContract, nondisclosure agreementContract, common law nondisclosure obligation, fiduciary dutyobligations, non-competition agreement, or any restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel employee to be employed by CTWS AirTran or any CTWS Subsidiary of the AirTran Subsidiaries because of the nature of the business conducted or (B) presently proposed to be conducted by AirTran or any of the AirTran Subsidiaries or to the knowledge or use of trade secrets or proprietary informationinformation of others, and (v) AirTran and the AirTran Subsidiaries are in compliance with all applicable Laws, AirTran CBAs, Contracts, policies, plans, and programs relating to employment, employment practices, compensation, benefits, hours, terms, and conditions of employment and the termination of employment, including any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any comparable applicable Law. (c) From January 1, 2010 to the date of this Agreement and except as would not result in a AirTran Material Adverse Effect, no work stoppage, slowdown, lockout, labor strike, material arbitrations, or other material labor disputes against AirTran or any of the AirTran Subsidiaries are pending or, to the Knowledge of AirTran, threatened. (d) To From January 1, 2010 to the date of this Agreement, to the Knowledge of CTWS, in the last five yearsAirTran, no allegations labor union, labor organization, or works council or group of sexual harassment have been made to CTWS against employees of AirTran or any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board AirTran Subsidiaries has made a pending demand for recognition or (iii) an employee of CTWS certification to AirTran or any CTWS Subsidiary at of the AirTran Subsidiaries, and there are no representation or certification proceedings or petitions seeking a level representation proceeding presently pending or, to the Knowledge of Vice President AirTran, threatened to be brought or abovefiled with the National Mediation Board. (e) AirTran has no Subsidiaries formed or organized, and neither AirTran nor any of the AirTran Subsidiaries has any employees stationed, outside of the United States.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters thatas has not had, individually or in the aggregate, have not had and would not reasonably be expected to have have, a CTWS Lafite Material Adverse Effect, Lafite and each of its Subsidiaries is in compliance with all Applicable Law respecting hiring, employment and employment practices, terms and conditions of employment, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, engagement of independent contractors (including the appropriate classification of the same), payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to Lafite Employees. Lafite and each of its Subsidiaries maintains, and has maintained, a valid Form I-9 for each of its U.S. employees. (b) As of the date of this Agreement, except as has not had, and would not reasonably be expected to have, a Lafite Material Adverse Effect, (i) there are no charges, complaints, audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices or actions of Lafite or any of its Subsidiaries or, to Lafite’s Knowledge, threatened against Lafite or any of its Subsidiaries and (ii) to Lafite’s Knowledge, no complaints or charges relating to employment practices or actions of Lafite or any of its Subsidiaries have been made to any Governmental Authority or submitted to Lafite or any of its Subsidiaries. Since January 1, 2018, neither Lafite nor any of its Subsidiaries has had, and as of the date of this Agreement does not have, any material direct or indirect liability with respect to any misclassification of any person as an independent contractor or contingent worker rather than as an “employee,” or with respect to any Lafite Employee leased from another employer. (c) Since January 1, 2018, Lafite has not engaged in any “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act or any similar foreign, state, provincial or local Applicable Laws). (d) Since January 1, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Lafite Employee with the title of director, vice president or above through Lafite’s anonymous employee hotline or any formal human resources communication channels at Lafite, and (ii) there are no actions, suits, investigations or other Proceedings pending or, to Lafite’s Knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct by any Lafite Employee with the title of director, vice president or above. Since January 1, 2018, neither Lafite nor any of its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Lafite Employee with the title of director, vice president or above. (e) Neither Lafite nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union, organization, group or association, works council or other employee representative body. Neither the execution nor delivery of this Agreement nor the consummation of the Transactions entitle any union, works council or like organization to any information, consent, consultation, renegotiation or other similar rights or entitle any such Person to any payments under an applicable labor agreement or Applicable Law. Lafite and its Subsidiaries have complied in all material respects with all information, consent, consultation, renegotiation and other similar requirements in respect of any applicable labor agreement or Applicable Law with which Lafite or any of its Subsidiaries are required to comply in connection with execution or delivery of this Agreement or the consummation of the Transactions. To Lafite’s Knowledge, since January 1, 2018, no Lafite Employee has claimed or asserted that Lafite or any of its Subsidiaries has failed to comply in all material respects with any information, consent, consultation, renegotiation or other requirement or obligation in respect of any applicable labor agreement or Applicable Law. (f) As of the date hereof, (i) to Lafite’s Knowledge, there is no organizing activity, Proceeding, election petition, union card signing or other union activity, or union corporate campaigns of or by any labor organization, trade union, or work council directed at Lafite or any of its Subsidiaries and (ii) neither Lafite nor any of its Subsidiaries is subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union, organization, group or association, works council or other employee representative body. As of the date hereof, there is no pending or, to the Knowledge of CTWSLafite’s Knowledge, threatened threatened, labor strike, lockout, slowdown, slowdown or work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS involving Lafite or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of its Subsidiaries or their employees, nor have there been any such employees has been made by labor strikes, lockouts, slowdowns or on behalf of any Labor Organizationwork stoppages since January 1, 2018. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. Except as set forth in Section 4.15 of the Parent Disclosure Letter: (a) Neither CTWS Parent nor any CTWS Subsidiary of the Parent Subsidiaries is or has been, since January 1, 2000, a party to to, or bound by, or conducted negotiations regarding, any collective bargaining agreement or other contracts, arrangements, agreements or understandings with a labor union or labor organization that was certified by the NLRB or voluntarily recognized or recognized under Law. There is no existing, pending or, to the knowledge of Parent, threatened, (i) Concerted Action involving the employees of Parent or any Collective Bargaining Agreement with respect of the Parent Subsidiaries which would reasonably be expected to be material to Parent and its subsidiaries as a whole, (ii) unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any CTWS Personnel. No CTWS Personnel are represented by other matter before the NLRB or any Labor Organization with respect other comparable state agency against or involving Parent or any of the Parent Subsidiaries, which would reasonably be expected to their employment with CTWS. Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, (iiii) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage election petition or unfair other activity or proceeding by a labor practice by union or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization representative thereof to organize any employees of CTWS Parent or any CTWS Subsidiary and no of the Parent Subsidiaries, (iv) certification or decertification question relating to collective bargaining units at the premises of Parent or any of the Parent Subsidiaries or (v) grievance or arbitration demand for recognition as against Parent or any of the exclusive Parent Subsidiaries whether or not filed pursuant to a collective bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance thatagreement which would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, neither the employees of Parent nor the employees of any of the Parent Subsidiaries have not had and engaged in a material Concerted Action in the past three years. (b) To the knowledge of Parent, none of Parent, any of the Parent Subsidiaries or any of their respective representatives or employees has committed an unfair labor practice in connection with the operation of the respective businesses of Parent or any of the Parent Subsidiaries that would not reasonably be expected to have have, individually or in the aggregate, a CTWS Parent Material Adverse Effect, CTWS . Parent and the CTWS Parent Subsidiaries are in compliance with all applicable Laws relating to labor and respecting labor, employment, including those relating to labor management relationsfair employment practices, wagesterms and conditions of employment, workers' compensation, occupational safety, plant closings, mass layoffs and wages and hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance thatexcept where such failure would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect. Parent and the Parent Subsidiaries have properly accrued on their books and records all material unpaid but accrued wages, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, nonsalaries and other paid time-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationoff. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Subsidiary of its Subsidiaries is party to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnelcollective bargaining agreement, works council agreement or similar labor-related agreement or arrangement. No CTWS Personnel strike, material work slowdown, work stoppage, or unfair labor practice against Parent or any of its Subsidiaries is pending, or to knowledge of Parent, threatened. To the knowledge of Parent, no activities or proceedings of any labor union to organize any employees of Parent or any of its Subsidiaries are represented by pending or threatened. No labor union or works council currently represents any Labor Organization employees of Parent or any of its Subsidiaries in connection with respect to their employment with CTWS. Parent or any of its Subsidiaries. (b) Except for matters thatas has not had, individually or in the aggregate, have not had and would not reasonably be expected to have have, a CTWS Parent Material Adverse Effect, Parent and each of its Subsidiaries is in compliance with all applicable Laws respecting hiring, employment and employment practices, terms and conditions of employment, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, engagement of independent contractors (including the appropriate classification of the same), payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to all employees, independent contractors, and other service providers of Parent and its Subsidiaries. (c) As of the Original Agreement Date, except as has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect, (i) there is are no charges, complaints, audits or investigations pending or scheduled by any Governmental Entity pertaining to the employment practices or actions of Parent or any of its Subsidiaries or, to the Knowledge of CTWSParent’s knowledge, threatened strike, lockout, slowdown, work stoppage against Parent or unfair labor practice by or with respect to any CTWS Personnel of its Subsidiaries and (ii) to the Knowledge Parent’s knowledge, no complaints or charges relating to employment practices or actions of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS Parent or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has its Subsidiaries have been made by since January 1, 2018 to any Governmental Entity or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected submitted to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS Parent or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationits Subsidiaries. (d) To the Knowledge knowledge of CTWSParent, in the last five years, no neither Parent nor any of its Subsidiaries is party to a settlement agreement with any employee of Parent or any of its Subsidiaries that involves material allegations of sexual harassment have been made to CTWS by any employee of Parent or any of its Subsidiaries at the level of Senior Vice President or above. To the knowledge of Parent, no material allegations of sexual harassment are pending against any individual employee of Parent or any of its Subsidiaries at the level of Senior Vice President or above in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or abovesuch.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters thatas has not had, individually or in the aggregate, have not had and would not reasonably be expected to have have, a CTWS Tempranillo Material Adverse Effect, Tempranillo and each of its Subsidiaries is in compliance with all Applicable Law respecting hiring, employment and employment practices, terms and conditions of employment, harassment, retaliation, reasonable accommodations, leaves of absence, occupational safety and health, workers’ compensation, employee classification, wages and hours, engagement of independent contractors (including the appropriate classification of the same), payroll taxes, redundancy, “mass layoffs,” “plant closings” and immigration with respect to Tempranillo Employees. Tempranillo and each of its Subsidiaries maintains, and has maintained, a valid Form I-9 for each of its U.S. employees. (b) As of the date of this Agreement, except as has not had, and would not reasonably be expected to have, a Tempranillo Material Adverse Effect, (i) there are no charges, complaints, audits or investigations pending or scheduled by any Governmental Authority pertaining to the employment practices or actions of Tempranillo or any of its Subsidiaries or, to Tempranillo’s Knowledge, threatened against Tempranillo or any of its Subsidiaries and (ii) to Tempranillo’s Knowledge, no complaints or charges relating to employment practices or actions of Tempranillo or any of its Subsidiaries have been made to any Governmental Authority or submitted to Tempranillo or any of its Subsidiaries. Since January 1, 2018, neither Tempranillo nor any of its Subsidiaries has had, and as of the date of this Agreement does not have, any material direct or indirect liability with respect to any misclassification of any person as an independent contractor or contingent worker rather than as an “employee,” or with respect to any Tempranillo Employee leased from another employer. (c) Since January 1, 2018, Tempranillo has not engaged in any “mass layoff” or “plant closing” (as defined by the Worker Adjustment and Retraining Notification Act or any similar foreign, state, provincial or local Applicable Laws). (d) Since January 1, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any Tempranillo Employee with the title of director, vice president or above through Lafite’s anonymous employee hotline or any formal human resources communication channels at Tempranillo, and (ii) there are no actions, suits, investigations or other Proceedings pending or, to Tempranillo’s Knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct by any Tempranillo Employee with the title of director, vice president or above. Since January 1, 2018, neither Tempranillo nor any of its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any Tempranillo Employee with the title of director, vice president or above. (e) Neither Tempranillo nor any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement, Contract or other agreement or understanding with a labor union, organization, group or association, works council or other employee representative body. Neither the execution nor delivery of this Agreement nor the consummation of the Transactions entitle any union, works council or like organization to any information, consent, consultation, renegotiation or other similar rights or entitle any such Person to any payments under an applicable labor agreement or Applicable Law. Tempranillo and its Subsidiaries have complied in all material respects with all information, consent, consultation, renegotiation and other similar requirements in respect of any applicable labor agreement or Applicable Law with which Tempranillo or any of its Subsidiaries are required to comply in connection with execution or delivery of this Agreement or the consummation of the Transactions. To Tempranillo’s Knowledge, since January 1, 2018, no Tempranillo Employee has claimed or asserted that Tempranillo or any of its Subsidiaries has failed to comply in all material respects with any information, consent, consultation, renegotiation or other requirement or obligation in respect of any applicable labor agreement or Applicable Law. (f) As of the date hereof, (i) to Tempranillo’s Knowledge, there is no organizing activity, Proceeding, election petition, union card signing or other union activity, or union corporate campaigns of or by any labor organization, trade union, or work council directed at Tempranillo or any of its Subsidiaries and (ii) neither Tempranillo nor any of its Subsidiaries is subject to any charge, demand, petition or representation proceeding seeking to compel, require or demand it to bargain with any labor union, organization, group or association, works council or other employee representative body. As of the date hereof, there is no pending or, to the Knowledge of CTWSTempranillo’s Knowledge, threatened threatened, labor strike, lockout, slowdown, slowdown or work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS involving Tempranillo or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of its Subsidiaries or their employees, nor have there been any such employees has been made by labor strikes, lockouts, slowdowns or on behalf of any Labor Organizationwork stoppages since January 1, 2018. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party The Buyer SEC Filings disclose in all material respects the information required to or bound by any Collective Bargaining Agreement with respect be disclosed therein relating to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually or in compensation of the aggregate, have not had Buyer’s directors and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationexecutive officers. (b) Except for instances Neither Buyer nor any of noncompliance that, individually its Subsidiaries is a party or in the aggregate, subject to any labor union or collective bargaining agreement. There have not had been since January 1, 2007, and would there are not reasonably be expected to have a CTWS Material Adverse Effectpending or threatened any labor disputes, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating work stoppages, requests for representation, pickets, work slow-downs due to labor and employmentdisagreements or any actions or arbitrations which involve the labor or employment relations of Buyer or any of its Subsidiaries. There is no unfair labor practice, including those relating charge or complaint pending, unresolved or, to Buyer’s Knowledge, threatened. No event has occurred or circumstance exist that may provide the basis of any work stoppage or other labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansdispute. (c) Except for instances Each of noncompliance thatBuyer and its Subsidiaries has complied in all material respects with each, individually or in the aggregate, have and is not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no material violations of any employment agreementother Law respecting the hiring, nondisclosure agreementhours, common law nondisclosure obligationwages, fiduciary dutyoccupational safety and health, non-competition agreementemployment, restrictive covenant promotion, termination or benefits of any employee or other obligation: Person. Buyer and its Subsidiaries have (i) complied with requirements of Colombian Law relating to CTWS or any CTWS Subsidiary or the enrollment of their personnel in the General Integral Social Security System in health, pensions and professional risks and have properly and timely paid the monthly installments accrued in favor of the social security system; (ii) enrolled their employees in a Colombian Family Compensation Fund as required by Colombian Law; (iii) timely paid the salaries, legal and voluntary benefits, overtime, rest and holiday pay, social benefits, personal equipment, vacations, severances and other applicable labor benefits, to a former employer which their personnel were entitled in accordance with Colombian Law; and (iv) complied with the obligations stipulated in Law 100 of any such CTWS Personnel relating (A) to the right 1993 covering labor risks and accidents of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationtheir employees. (d) To the Knowledge of CTWS, Buyer and its Subsidiaries have paid or properly accrued in the last five yearsordinary course of business all wages and compensation due to employees, no allegations including all vacations or vacation pay, holidays or holiday pay, sick days or sick pay, and bonuses. (e) None of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS Buyer or any CTWS Subsidiary at its Subsidiaries is a level party to any Contract which restricts Buyer or any of Vice President its Subsidiaries from relocating, closing or aboveterminating any of its operations or facilities or any portion thereof. (f) Buyer and its Subsidiaries have complied and are in compliance with the requirements of all applicable immigration Laws.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually or as set forth in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse EffectSection 4.13(a) of Parent Disclosure Schedule, (i) there is are no material controversies pending or, to the Knowledge knowledge of CTWSParent, threatened strike, lockout, slowdown, work stoppage between Parent or unfair labor practice by or with respect to any CTWS Personnel Subsidiary and any of their respective employees; (ii) neither Parent nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Parent or any Subsidiary, nor, to the Knowledge knowledge of CTWSParent, are there are no any activities or proceedings of any Labor Organization labor union to organize any employees of CTWS such employees; and (iii) there are no unfair labor practice complaints pending against Parent or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of before any such employees has been made by or on behalf of any Labor OrganizationGovernmental Authority. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS Parent and the CTWS Subsidiaries are in material compliance with all applicable Laws relating to labor and employmentthe employment of labor, including those relating related to labor management relations, wages, hours, overtimecollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Parent or any Subsidiary and are not liable for any arrears of wages, discriminationtaxes, sexual harassmentpenalties or other sums for failure to comply with any of the foregoing. Parent and the Subsidiaries have paid in full to all employees or adequately accrued for in accordance with GAAP consistently applied all wages, civil rightssalaries, affirmative actioncommissions, work authorizationbonuses, child laborbenefits and other compensation due to or on behalf of such employees and, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or except as described in the aggregateParent Disclosure Schedule, have not had and would not reasonably be expected there is no material claim or group of related claims with respect to have payment of wages, salary or 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 Parent or any Subsidiary. Except as described in Section 4.13(b) of the Parent Disclosure Schedule, neither Parent nor any Subsidiary is a CTWS Material Adverse Effectparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. Except as described in Section 4.13(b) of the Parent Disclosure Schedule, there is no CTWS Personnel is in any charge or proceeding with respect in to a violation of any term occupational safety or health standards that has been asserted or is now pending or threatened with respect to Parent. Except as described in Section 4.13(b) of the Parent Disclosure Schedule, there is no charge of discrimination in employment or employment practices, for any employment agreementreason, nondisclosure agreementincluding, common law nondisclosure obligationwithout limitation, fiduciary dutyage, non-competition agreementgender, restrictive covenant race, religion or other obligation: (i) to CTWS legally protected category, which has been asserted or is now pending or threatened before any Governmental Authority in any jurisdiction in which Parent or any CTWS Subsidiary has employed or (ii) to a former employer of employ any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationperson. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters thatas would not reasonably be expected, individually or in the aggregate, have not had to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Parent from performing its obligations under this Agreement and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance thatexpected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) As of the date hereof, there are no ongoing collective bargaining agreement negotiations which are scheduled to begin prior to the date of the consummation of the Transactions; (ii) neither the Parent nor any Parent Subsidiary has breached or otherwise failed to comply with any provision of any collective bargaining agreement or other labor union Contract, and there are no grievances outstanding against the Parent or any Parent Subsidiary under any such Contract; (iii) there are no unfair labor practice complaints pending against the Parent or any Parent Subsidiary before the National Labor Relations Board or to the knowledge of Parent, any claims concerning representation by a union or any collective bargaining unit under the National Labor Relations Act involving employees of the Parent or any Parent Subsidiary; (iv) as of the date hereof, there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Parent, threat thereof, by or with respect to any employees of the Parent or any Parent Subsidiary; (v) there are no demands, claims or threats of suit by former or current employees which assert “whistleblower” claims under any Law; and (vi) there are no government Contracts which subject the Parent to Executive Order No. 11246 and there are no proceedings or audits underway or known to be scheduled by the Office of Federal Contract Compliance Programs. The consent of the labor unions which are a party to the collective bargaining agreements listed in Section 4.11 of the Parent Disclosure Schedule is not had required to consummate the Transactions. (b) Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Parent from performing its obligations under this Agreement and would not reasonably be expected expected, individually or in the aggregate, to have a CTWS Parent Material Adverse Effect, CTWS : (i) the Parent and the CTWS Parent Subsidiaries are in compliance with all applicable Laws relating to labor and employmentthe employment of labor, including those relating related to labor management relations, wages, hours, overtimecollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Parent or any Parent Subsidiary and are not liable for any arrears of wages, discriminationtaxes, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights penalties or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans.other sums for failure to comply with any of the foregoing; (cii) Except for instances of noncompliance thatneither the Parent nor any Parent Subsidiary is a party to, individually or in the aggregateotherwise bound by, have not had and would not reasonably be expected any consent decree with any Governmental Authority relating to have employees or employment practices; (iii) there is no charge or proceeding with respect to a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term occupational safety or health standards that has been asserted or is as of the date hereof pending or threatened with respect to the Parent; and (iv) there is no charge of discrimination in employment or employment practices, for any employment agreementreason, nondisclosure agreementincluding, common law nondisclosure obligationwithout limitation, fiduciary dutyage, non-competition agreementgender, restrictive covenant race, religion or other obligation: (i) to CTWS legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any CTWS Subsidiary or (ii) to a former employer of other Governmental Authority in any such CTWS Personnel relating (A) to jurisdiction in which the right of any such CTWS Personnel to be employed by CTWS Parent or any CTWS Parent Subsidiary has employed or (B) to the knowledge or use of trade secrets or proprietary informationemploy any person. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party to or bound by any collective bargaining agreement or other written Contract with any labor union or other similar organization (“Collective Bargaining Agreement Agreement”) with respect to any CTWS Personnel. No CTWS Personnel are represented by any labor union or other similar organization (“Labor Organization Organization”) with respect to their employment with CTWS. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS (i) To the knowledge of Parent, there are no material labor grievances pending or, to the knowledge of Parent, threatened between Parent or its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand; and (ii) neither Parent nor any CTWS Subsidiary of its Subsidiaries is a party to any collective bargaining agreement, work council agreement, work force agreement or bound any other labor union contract applicable to persons employed by Parent or its Subsidiaries, nor, to the knowledge of Parent, are there any Collective Bargaining Agreement with respect activities or proceedings of any labor union to organize any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWSsuch employees. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, Parent has not received written notice of any pending charge of (i) there an unfair labor practice as defined in the National Labor Relations Act, as amended; (ii) safety violations under the Occupational Safety and Health Act violations; (iii) wage or hour violations; (iv) discriminatory acts or practices in connection with employment matters; or (v) claims by governmental agencies that Parent has failed to comply with any material Law relating to employment or labor matters. Parent is no pending not currently and has not been the subject of any actual or, to the Knowledge knowledge of CTWSParent, threatened strikethreatened, lockout, slowdown, work stoppage “whistleblower” or unfair labor practice similar claims by past or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any current employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationother persons. (b) Except Parent is currently in material compliance with all Law relating to employment, including those related to wages, hours, collective bargaining and the 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 all amounts required to be withheld from Parent employees and is not liable for instances any arrears of noncompliance thatwages, individually taxes penalties or other sums for failing to comply with any of the foregoing, except in the aggregate, have not had and each case in this Section 3.14(b) as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances as otherwise set forth in Schedule 3.14(c) of noncompliance thatthe Parent Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) all contracts of employment to CTWS which Parent or, to the knowledge of Parent, any of its Subsidiaries is a party are terminable by Parent or any CTWS Subsidiary its Subsidiaries on three months’ or less notice without penalty; (ii) to a former employer there are no legally binding established practices, plans or policies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) Parent or, to the knowledge of Parent, any of its Subsidiaries, in relation to, the termination of employment of any of its employees (whether voluntary or use involuntary); (iii) neither Parent nor, to the knowledge of trade secrets Parent, any of its Subsidiaries has any outstanding liability to pay compensation for loss of office or proprietary informationemployment or a severance payment to any present or former employee or to make any payment for breach of any agreement listed in Schedule 3.14(c) of the Parent Disclosure Schedule; and (iv) there is no term of employment of any employee of Parent or, to the knowledge of Parent, any of its Subsidiaries which shall entitle that employee to treat the consummation of the Merger as amounting to a breach of his contract of employment or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (d) To Schedule 3.14(d) of the Knowledge Parent Disclosure Schedule sets forth a list of CTWSthe Parent’s employees as of the date hereof including such employee’s job title, in current compensation rate, and accrued unpaid leave or vacation. (e) Schedule 3.14(e) of the last five years, no allegations Parent Disclosure Schedule sets forth a list of sexual harassment those employees who have been made to CTWS against any individual in his terminated or her capacity as have resigned during the 90-day period ending on the date hereof. (if) an officer of CTWS, (iiSchedule 3.14(f) a member of the CTWS Board Parent Disclosure Schedule sets forth a list of each employment agreement to which Parent is a party that contains change of control provisions. (g) Schedule 3.14(g) of the Parent Disclosure Schedule sets forth a list of the Parent employees that have not executed a confidentiality agreement or (iii) an employee invention assignment agreement with Parent, the forms of CTWS or any CTWS Subsidiary at a level of Vice President or abovewhich agreements have been provided to the Company.

Labor and Employment Matters. (a) Neither CTWS The Company has provided Acquiror with a complete list of each individual employed by the Company or any Company Subsidiary as of the date hereof along with each employee’s: (i) job title and location of employment; (ii) base salary or hourly rate of pay, as applicable; (iii) status as exempt or non-exempt under the Fair Labor Standards Act and similar, applicable state Law(s); (iv) bonus compensation and other compensation for which he or she is eligible; (v) hire date and service date (if different); (vi) leave status (including nature and expected duration of any leave); (vii) details of any visa or other work permit; and (viii) details of any co-employment relationship. (b) The Company and each Company Subsidiary is, and since the Look-Back Date has been in compliance in all material respects with all applicable Laws respecting labor and employment, including all such Laws relating to fair employment practices, workplace safety and health, terms and conditions of employment, wage and hours, recordkeeping, employee leave, employee trainings), anti-discrimination, anti-harassment, and anti-retaliation, employee notices, reimbursement of expenses, pay stub requirements, meal and rest breaks, workers compensation, and immigration. The Company and each of the Company Subsidiaries, since the Look-Back Date, has satisfied all material requirements with respect to payments to all present and former employees and Contingent Workers for any wages, salaries, fees, commissions, bonuses, incentive payments, and any other compensation for any services performed by them. Since the Look-Back Date, neither the Company nor any CTWS Company Subsidiary has received service of process or other written notice that the Company has been named as a party to, or is threatened to be a party to, any Action in or before any court or Governmental Authority or is subject to an investigation or audit by a Governmental Authority with respect its labor or employment practices, including potential misclassification of any Person as either exempt or non-exempt for wage and hour purposes, or any misclassification of any Person as an independent contractor or consultant rather than as an employee, or any Action arising out of or relating to wage practices, employee leave, wrongful termination, or employment-related discrimination, harassment or retaliation, and, to the Knowledge of the Company no such investigation, audit or other Action has been threatened. Since the Look-Back Date, the Company has been in material compliance with all applicable Laws regarding the proper classification of employees as either exempt or non-exempt for wage and hour purposes and the proper classification and treatment of independent contractors, consultants and other Contingent Workers. Except as set forth on Section 3.11(b) of the Company Disclosure Schedule, all employees of the Company are employed on an at-will basis, with employment that may be terminated upon one-day’s notice or less and without severance obligations. (c) There have been no strikes, slowdowns, work stoppages, lockouts, or picketing or any other such labor disturbances, or, to the Knowledge of the Company, threats thereof, by or on behalf of employees of the Company or any Company Subsidiary against or involving the Company. The Company and each Company Subsidiary is not, and has not ever been, a party to or bound by any Collective Bargaining Agreement collective bargaining agreement or other labor contract or any other Contract with respect a labor union or similar representative of employees, and, to the Knowledge of the Company, there has been no organizing activity or representation campaign, or threats thereof, by or involving employees of the Company or any CTWS PersonnelCompany Subsidiary. No CTWS Personnel are represented by There have been no unfair labor practice charges against the Company or any Company Subsidiary before the National Labor Organization with respect to their employment with CTWS. Except for matters thatRelations Board or other Governmental Authority, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWSthe Company, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationthreats thereof. (d) To Except as set forth on Section 3.11(d) of the Knowledge of CTWSCompany Disclosure Schedule, in since the last five yearsLook-Back Date, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer there have been no suits, claims, charges, grievances, counterclaims, investigations, audits, or other Actions at law or in equity by, in or before any court, any other Governmental Authority, or in any arbitral or alternate dispute resolution forum (A) between the Company or any Company Subsidiary and any of CTWSits current or former employees or Contingent Workers or (B) against the Company or any Company Subsidiary with respect to any labor or employment matters (including with respect to any wage-related matters), (ii) a member there have been no charges of discrimination, harassment or retaliation in employment or employment practices that have been filed or asserted, or, to the Knowledge of the CTWS Board Company, written threats thereof, against the Company or any Company Subsidiary with or before the United States Equal Employment Opportunity Commission or any other Governmental Authority, (iii) an employee the Company and each Company Subsidiary have not been found by any applicable Governmental Authority in violation of CTWS any Laws relating to employees or other labor- or employment-related matters, (iv) neither the Company nor any Company Subsidiary has been party to, or otherwise bound by, any consent decree with, or citation by, any applicable Governmental Authority relating to its current or former employees, employment practices, or labor or employment matters, and (v) the Company and Company Subsidiaries have not been subject to any audit or, to the Knowledge of the Company, investigation in respect of any of its employment policies or practices or otherwise in respect of any labor or employment matters by the Occupational Safety and Health Administration, the Department of Labor, or any CTWS Subsidiary at a level other applicable Governmental Authority, or subject to material fines, penalties, or assessments associated with such audits or investigations and, to the Knowledge of Vice President the Company, as of the date of this Agreement no such audit or aboveinvestigation is threatened.

Labor and Employment Matters. (a) Neither CTWS (i) To the knowledge of Parent, there are no material labor grievances pending or, to the knowledge of Parent, threatened between Parent or its Subsidiaries, on the one hand, and any of their respective 34 employees or former employees, on the other hand; and (ii) neither Parent nor any CTWS Subsidiary of its Subsidiaries is a party to any collective bargaining agreement, work council agreement, work force agreement or bound any other labor union contract applicable to persons employed by Parent or its Subsidiaries, nor, to the knowledge of Parent, are there any Collective Bargaining Agreement with respect activities or proceedings of any labor union to organize any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWSsuch employees. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, Parent has not received written notice of any pending charge by any Governmental Authority of (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or an unfair labor practice by or with respect to any CTWS Personnel and as defined in the National Labor Relations Act, as amended; (ii) safety violations under the Occupational Safety and Health Act violations; (iii) wage or hour violations; (iv) discriminatory acts or practices in connection with employment matters; or (v) claims by governmental agencies that Parent has failed to comply with any material Law relating to employment or labor matters. Parent is not currently and has not been the Knowledge of CTWS, there are no activities or proceedings subject of any Labor Organization to organize any threatened or actual “whistleblower” or similar claims by past or current employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationother persons. (b) Except Parent is currently in compliance with all Law relating to employment, including those related to wages, hours, collective bargaining and the 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 all amounts required to be withheld from Parent employees and is not liable for instances any arrears of noncompliance thatwages, individually taxes penalties or other sums for failing to comply with any of the foregoing, except in the aggregate, have not had and each case in this Section 4.15(b) as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances as otherwise set forth in Section 4.15(c) of noncompliance thatthe Parent Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) all contracts of employment to CTWS which Parent or, to the knowledge of Parent, any of its Subsidiaries is a party are terminable by Parent or any CTWS Subsidiary its Subsidiaries on three months’ or less notice without penalty; (ii) to a former employer there are no legally binding established practices, plans or policies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) Parent or, to the knowledge of Parent, any of its Subsidiaries, in relation to, the termination of employment of any of its employees (whether voluntary or use involuntary); (iii) neither Parent nor, to the knowledge of trade secrets Parent, any of its Subsidiaries has any outstanding liability to pay compensation for loss of office or proprietary informationemployment or a severance payment to any present or former employee or to make any payment for breach of any agreement listed in Section 4.15(c) of the Parent Disclosure Schedule; and (iv) there is no term of employment of any employee of Parent or, to the knowledge of Parent, any of its Subsidiaries which shall entitle that employee to treat the consummation of the Merger as amounting to a breach of his contract of employment or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (d) To Section 4.15(d) of the Knowledge Parent Disclosure Schedule sets forth a list of CTWSthe Parent’s employees as of the date hereof including such employee’s job title, in current compensation rate, and accrued unpaid leave or vacation. (e) Section 4.15(e) of the last five years, no allegations Parent Disclosure Schedule sets forth a list of sexual harassment those employees who have been made to CTWS against any individual in his terminated or her capacity as have resigned during the 90-day period ending on the date hereof. (if) an officer of CTWS, (iiSection 4.15(f) a member of the CTWS Board Parent Disclosure Schedule sets forth a list of each employment agreement to which Parent is a party that contains change of control provisions. (g) Section 4.15(g) of the Parent Disclosure Schedule sets forth a list of the Parent employees as of the date hereof that have not executed a confidentiality agreement or (iii) an employee invention assignment agreement with Parent, the forms of CTWS or any CTWS Subsidiary at a level of Vice President or abovewhich agreements have been provided to the Company.

Labor and Employment Matters. (a) Neither CTWS nor Each of OELC and its Subsidiaries has complied in all material respects with each, and is not in violation in any CTWS Subsidiary is party material respect of any, Law relating to anti-discrimination and equal employment opportunities and there are, and have been, no material violations of any other Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or bound benefits of any employee or other Person. Each of OELC and its Subsidiaries has filed all reports, information and notices required under any Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any employee or other Person, and will timely file prior to Closing all such reports, information and notices required by any Collective Bargaining Agreement with respect Law to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect be given prior to their employment with CTWS. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor OrganizationClosing. (b) Except for instances Each of noncompliance that, individually OELC and its Subsidiaries has paid or properly accrued in the aggregate, have not had Ordinary Course of Business all wages and would not reasonably be expected compensation due to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employmentemployees, including those relating to labor management relationsall vacations or vacation pay, wagesholidays or holiday pay, hourssick days or sick pay, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansbonuses. (c) Except for instances Neither OELC nor any of noncompliance thatits Subsidiaries is a party to any Contract which restricts OELC or any of its Subsidiaries from relocating, individually closing or terminating any of its operations or facilities or any portion thereof. Neither OELC nor any of its Subsidiaries have effectuated a “plant closing” (as defined in the aggregate, have not had Worker Adjustment and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation Retraining Notification Act of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: 1988 (ithe “WARN Act”)) to CTWS or any CTWS Subsidiary or (ii) to a former employer “mass lay-off” (as defined in the WARN Act), in either case affecting any site of employment or facility of OELC or any such CTWS Personnel relating (A) of its Subsidiaries, except in accordance with the WARN Act. The consummation of the Share Exchange will not create Liability for any act by OELC or any of its Subsidiaries on or prior to the right of any such CTWS Personnel to be employed by CTWS Closing Date under the WARN Act or any CTWS Subsidiary other Law respecting reductions in force or (B) to the knowledge impact on employees on plant closings or use sales of trade secrets or proprietary informationbusinesses. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Subsidiary is party to or Merger Subs are bound by or subject to (and none of their assets or properties are bound by or subject to) any Collective Bargaining Agreement written or oral, express or implied, contract, commitment or arrangement with respect any labor union, and no labor union has requested or, to the knowledge of the either Parent nor Merger Subs, has sought to represent any CTWS Personnelof the employees, representatives or agents of the Parent or Merger Subs,. No CTWS Personnel are represented by any Labor Organization with respect There is no strike or other labor dispute involving either Parent or Merger Subs pending, or to their employment with CTWS. Except for matters thatthe Parent or Merger Subs’ knowledge, individually or in the aggregatethreatened, have not had and would not reasonably be expected to which could have a CTWS Parent Material Adverse Effect, (i) there is no pending or, to nor are the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage Parent or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings Merger Subs aware of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationlabor organization activity involving its employees. (b) Except Neither the Parent nor Merger Subs are delinquent in payments to any of its employees, consultants, or independent contractors for instances of noncompliance thatany wages, individually salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. The Parent or Merger Subs have complied in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance all material respects with all applicable Laws relating state and federal equal employment opportunity laws and with other laws related to labor and employment, including those relating related to labor management relations, wages, hours, overtimeworker classification and collective bargaining. The Parent and Merger Subs have withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Parent and Merger Subs and are not liable for any arrears of wages, discriminationtaxes, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights penalties or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansother sums for failure to comply with any of the foregoing. (c) Except Each former employee whose employment was terminated by the Parent or Merger Subs has entered into an agreement with the Parent or Merger Subs, as applicable, providing for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation full release of any term of any employment agreementclaims against the Parent and Merger Subs, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer related party arising out of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationemployment. (d) To the Knowledge knowledge of CTWSthe Parent and Merger Subs, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer none of CTWSits employees is obligated under any contract (including licenses, (iicovenants or commitments of any nature) a member or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the CTWS Board Parent or (iii) an Merger Subs, as applicable, or that would conflict with the Parent’s business. Neither the execution or delivery of the Transaction Documents, nor the carrying on of the Parent’s business by the employees of the Parent, nor the conduct of the Parent’s business as now conducted and as presently proposed to be conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee of CTWS or any CTWS Subsidiary at a level of Vice President or aboveis now obligated.

Labor and Employment Matters. (a) Neither CTWS (i) To the knowledge of Parent, there are no material labor grievances pending or, to the knowledge of Parent, threatened between Parent or its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand; and (ii) neither Parent nor any CTWS Subsidiary of its Subsidiaries is a party to any collective bargaining agreement, work council agreement, work force agreement or bound any other labor union contract applicable to persons employed by Parent or its Subsidiaries, nor, to the knowledge of Parent, are there any Collective Bargaining Agreement with respect activities or proceedings of any labor union to organize any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWSsuch employees. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, Parent has not received written notice of any pending charge by any Governmental Authority of (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or an unfair labor practice by or with respect to any CTWS Personnel and as defined in the National Labor Relations Act, as amended; (ii) safety violations under the Occupational Safety and Health Act violations; (iii) wage or hour violations; (iv) discriminatory acts or practices in connection with employment matters; or (v) claims by governmental agencies that Parent has failed to comply with any material Law relating to employment or labor matters. Parent is not currently and has not been the Knowledge of CTWS, there are no activities or proceedings subject of any Labor Organization to organize any threatened or actual “whistleblower” or similar claims by past or current employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationother persons. (b) Except Parent is currently in compliance with all Law relating to employment, including those related to wages, hours, collective bargaining and the 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 all amounts required to be withheld from Parent employees and is not liable for instances any arrears of noncompliance thatwages, individually taxes penalties or other sums for failing to comply with any of the foregoing, except in the aggregate, have not had and each case in this Section 4.15(b) as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances as otherwise set forth in Section 4.15(c) of noncompliance thatthe Parent Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) all contracts of employment to CTWS which Parent or, to the knowledge of Parent, any of its Subsidiaries is a party are terminable by Parent or any CTWS Subsidiary its Subsidiaries on three months’ or less notice without penalty; (ii) to a former employer there are no legally binding established practices, plans or policies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) Parent or, to the knowledge of Parent, any of its Subsidiaries, in relation to, the termination of employment of any of its employees (whether voluntary or use involuntary); (iii) neither Parent nor, to the knowledge of trade secrets Parent, any of its Subsidiaries has any outstanding liability to pay compensation for loss of office or proprietary informationemployment or a severance payment to any present or former employee or to make any payment for breach of any agreement listed in Section 4.15(c) of the Parent Disclosure Schedule; and (iv) there is no term of employment of any employee of Parent or, to the knowledge of Parent, any of its Subsidiaries which shall entitle that employee to treat the consummation of the Merger as amounting to a breach of his contract of employment or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (d) To Section 4.15(d) of the Knowledge Parent Disclosure Schedule sets forth a list of CTWSthe Parent’s employees as of the date hereof including such employee’s job title, in current compensation rate, and accrued unpaid leave or vacation. (e) Section 4.15(e) of the last five years, no allegations Parent Disclosure Schedule sets forth a list of sexual harassment those employees who have been made to CTWS against any individual in his terminated or her capacity as have resigned during the 90-day period ending on the date hereof. (if) an officer of CTWS, (iiSection 4.15(f) a member of the CTWS Board Parent Disclosure Schedule sets forth a list of each employment agreement to which Parent is a party that contains change of control provisions. (g) Section 4.15(g) of the Parent Disclosure Schedule sets forth a list of the Parent employees as of the date hereof that have not executed a confidentiality agreement or (iii) an employee invention assignment agreement with Parent, the forms of CTWS or any CTWS Subsidiary at a level of Vice President or abovewhich agreements have been provided to the Company.

Labor and Employment Matters. (ai) Neither CTWS Parent is not a party to, or otherwise bound by, any collective bargaining agreement, contract, or other written agreement with a labor union or labor organization. To the Knowledge (as defined in the Merger Agreement) of Parent, Parent is not subject to, and during the past three (3) years there has not been, any charge, demand, petition, organizational campaign, or representation proceeding seeking to compel, require, or demand it to bargain with any labor union or labor organization nor is there any CTWS Subsidiary is party to pending or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. threatened labor strike or lockout involving Parent. (ii) Except for matters thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse EffectEffect (as defined in the Merger Agreement), (i) Parent is in material compliance in all material respects with all applicable Laws (as defined in the Merger Agreement) respecting labor, employment, fair employment practices, work safety and wages and hours, including, but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, the Fair Labor Standards Act, as amended, and its state law equivalents, and the related rules and regulations adopted by those federal agencies responsible for the administration of such Laws (as defined in the Merger Agreement), and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages; (ii) Parent is not delinquent in any payments to any employee or to any independent contractors, consultants, temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the Parent Business and classified by Parent as other than an employee (“Parent Contingent Workers”), for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any services performed for it to the date hereof or amounts required to be reimbursed to such employees or Parent Contingent Workers; (iii) there are no grievances, complaints or charges with respect to employment or labor matters (including, without limitation, allegations of employment discrimination, wage and hour violations, retaliation or unfair labor practices) pending or, to the Knowledge (as defined in the Merger Agreement) of CTWSParent, threatened strikeagainst Parent in any judicial, lockoutregulatory or administrative forum, slowdown, work stoppage or unfair labor practice by or with respect to under any CTWS Personnel and private dispute resolution procedure; (iiiv) to the Knowledge (as defined in the Merger Agreement) of CTWSParent, there are no activities Parent is not currently being audited or proceedings investigated or subject to imminent audit or investigation by any Governmental Authority (as defined in the Merger Agreement) with respect to its employment practices; (v) Parent is not, nor within the last three (3) years been, subject to any order, decree, injunction or judgment by any Governmental Authority (as defined in the Merger Agreement) or private settlement contract in respect of any Labor Organization to organize labor or employment matters; and (vi) Parent is in material compliance with the requirements of the Immigration Reform Control Act of 1986 and any employees similar Laws (as defined in the Merger Agreement) regarding employment of CTWS or any CTWS Subsidiary and no demand for recognition as workers who are not citizens of the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationcountry in which services are performed. (biii) Except for instances of noncompliance thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse EffectEffect (as defined in the Merger Agreement); (i) except with respect to employee contracts and severance set forth in the Parent SEC Reports, CTWS all employees of Parent are employed at-will and no such employees are subject to any contract with Parent or any policy or practice of Parent providing for right of notice of termination of employment or the CTWS Subsidiaries right to receive severance payments or similar benefits upon the termination of employment by Parent; (ii) with respect to all of its employees and, to the extent that any Parent Contingent Workers are employed, Parent has properly classified and treated them in compliance accordance with all applicable Laws relating (as defined in the Merger Agreement) and for purposes of all employee benefit plans and perquisites; and (iii) there are no pending or, to labor and employmentthe knowledge of Parent, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights threatened claims or benefits, equal employment, plant closures and layoffs, actions against Parent under any workers’ compensationcompensation policy or long-term disability policy; and (iv) there are no pending or, employee leave issuesto the knowledge of Parent, unemployment insurance and continuation coverage threatened or reasonably anticipated claims or actions against Parent under group health plansany workers’ compensation policy or long-term disability policy. (civ) Except Parent has provided to MabVax a complete and accurate list of all employees of Parent as of the date of the Merger Agreement, setting forth for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in each employee his or her capacity position or title, whether classified as exempt or non-exempt for wage and hour purposes and, if exempt, the type of exemption relied upon, whether paid on a salary, hourly or commission basis and the actual annual base salary or rates of compensation, bonus potential, date of hire, business location, status (ii.e., active or inactive and if inactive, the type of leave and estimated duration) an officer and the total amount of CTWSbonus, retention, severance and other amounts to be paid to such employee at the Closing (iias defined in the Merger Agreement) or otherwise in connection with the Contemplated Transactions (as defined in the Merger Agreement). Parent has also provided to MabVax a member complete and accurate list of all Parent Contingent Workers as of the CTWS Board date of the Merger Agreement, showing for each Parent Contingent Worker such individual’s role in the Parent Business (as defined in the Merger Agreement) and fee or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or abovecompensation arrangements.

Labor and Employment Matters. (a) Neither CTWS nor STI and STI Subsidiaries have complied in all material respects with all applicable Laws respecting employment and employment practices, WARN and any CTWS Subsidiary is party to similar state or bound by local “mass layoff” or “plant closing” Law, workers’ compensation and the collection and payment of withholding and/or social security taxes and any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any similar tax terms and conditions of employment, wages and hours, occupational safety and health, collective bargaining, discrimination civil rights, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Organization with respect to their Relations Act, and the employment with CTWS. of non-residents under the Immigration Reform and Control Act of 1986. (b) Except for matters that, individually or as disclosed in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, Schedule 3.16(b), (i) except for routine government inquiries, examinations and inspections which STI and STI Subsidiaries have no reason to believe are material, there is are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of STI or STI Subsidiaries pending or, to the Knowledge of CTWSSTI, threatened strikethreatened, lockoutbefore any federal, slowdownstate or local agency or court and, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWSSTI, no basis for any such matter exists; (ii) except for routine government inquiries, examinations and inspections which STI and STI Subsidiaries have no reason to believe are material, there are no inquiries, investigations or monitoring of activities pending or, to the Knowledge of STI, threatened, by any state professional board or proceedings agency charged with regulating the professional activities of any Labor Organization licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with STI and STI Subsidiaries and who provides services to organize any employees of CTWS or any CTWS Subsidiary STI and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans.STI Subsidiaries; (c) Except for instances Neither STI nor any of noncompliance that, individually STI Subsidiaries is a party to any labor or in the aggregate, have not had collective bargaining agreement and would not reasonably be expected there are no labor or collective bargaining agreements which pertain to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation employees of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS STI or any CTWS Subsidiary of STI Subsidiaries. STI has delivered or (ii) otherwise made available to a former employer Consonus true, correct and complete copies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS labor or any CTWS Subsidiary collective bargaining agreements listed on Schedule 3.16(c), together with all amendments, modifications or (B) to the knowledge or use of trade secrets or proprietary informationsupplements thereto. (d) To There are no strikes, work stoppages, slowdowns, lockouts, arbitrations, unfair labor practice charges or material grievances or other labor disputes pending or, to the Knowledge of CTWSSTI, threatened against or involving STI or any of STI Subsidiaries. Except as set forth on Schedule 3.16(d), there are no complaints, charges or claims against STI or any of STI Subsidiaries pending or, to Knowledge of STI, threatened that could be brought or filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the last five yearsemployment or termination of employment of or failure to employ, no allegations any individual. (e) Schedule 3.16(e) sets forth the current total accrued but unpaid compensation of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member each of the CTWS Board or executive officers of STI (iiiincluding salary, bonus, stock awards, option awards, non-equity incentive plan compensation and all other compensation and perquisites) an employee and the expected accrued but unpaid compensation of CTWS or any CTWS Subsidiary at a level each of Vice President or abovethe executive officers of STI for the year ending December 31, 2006.

Labor and Employment Matters. (a) Neither CTWS nor Consonus and Consonus Subsidiaries have complied in all material respects with all applicable Laws respecting employment and employment practices, WARN and any CTWS Subsidiary is party to similar state or bound by local “mass layoff” or “plant closing” Law, workers’ compensation and the collection and payment of withholding and/or social security taxes and any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any similar tax terms and conditions of employment, wages and hours, occupational safety and health, collective bargaining, discrimination civil rights, including Laws concerning unfair labor practices within the meaning of Section 8 of the National Labor Organization with respect to their Relations Act, and the employment with CTWS. of non-residents under the Immigration Reform and Control Act of 1986. (b) Except for matters that, individually or as disclosed in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, Schedule 2.16(b), (i) except for routine government inquiries, examinations and inspections which Consonus and Consonus Subsidiaries have no reason to believe are material, there is are no charges, governmental audits, investigations, administrative proceedings or complaints concerning the employment practices of Consonus or Consonus Subsidiaries pending or, to the Knowledge of CTWSConsonus, threatened strikethreatened, lockoutbefore any federal, slowdownstate or local agency or court and, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWSConsonus, no basis for any such matter exists; (ii) except for routine government inquiries, examinations and inspections which Consonus and Consonus Subsidiaries have no reason to believe are material, there are no inquiries, investigations or monitoring of activities pending or, to the Knowledge of Consonus, threatened, by any state professional board or proceedings agency charged with regulating the professional activities of any Labor Organization licensed, registered, or certified professional personnel employed by, credentialed or privileged by, or otherwise affiliated with Consonus and Consonus Subsidiaries and who provides services to organize any employees of CTWS or any CTWS Subsidiary Consonus and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans.Consonus Subsidiaries; (c) Except for instances Neither Consonus nor any of noncompliance that, individually Consonus Subsidiaries is a party to any labor or in the aggregate, have not had collective bargaining agreement and would not reasonably be expected there are no labor or collective bargaining agreements which pertain to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation employees of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS Consonus or any CTWS Subsidiary of Consonus Subsidiaries. Consonus has delivered or (ii) otherwise made available to a former employer STI true, correct and complete copies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS labor or any CTWS Subsidiary collective bargaining agreements listed on Schedule 2.16(c), together with all amendments, modifications or (B) to the knowledge or use of trade secrets or proprietary informationsupplements thereto. (d) To There are no strikes, work stoppages, slowdowns, lockouts, arbitrations, unfair labor practice charges or material grievances or other labor disputes pending or, to the Knowledge of CTWSConsonus, threatened against or involving Consonus or any of Consonus Subsidiaries. Except as set forth on Schedule 2.16(d), there are no complaints, charges or claims against Consonus or any of Consonus Subsidiaries pending or, to Knowledge of Consonus, threatened that could be brought or filed, with any Governmental Body based on, arising out of, in connection with or otherwise relating to the last five yearsemployment or termination of employment of or failure to employ, no allegations any individual. (e) Schedule 2.16(e) sets forth the current total accrued but unpaid compensation of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member each of the CTWS Board or executive officers of Consonus (iiiincluding salary, bonus, stock awards, option awards, non-equity incentive plan compensation and all other compensation and perquisites) an employee and the expected accrued but unpaid compensation of CTWS or any CTWS Subsidiary at a level each of Vice President or abovethe executive officers of Consonus for the year ending December 31, 2006.

Labor and Employment Matters. (a) Neither CTWS To the knowledge of Parent, there are no material labor grievances pending or, to the knowledge of Parent, threatened in writing between Parent or its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand. Parent has not received written notice of any pending or threatened charge, other than any that are immaterial, of (i) an unfair labor practice as defined in the National Labor Relations Act, as amended; (ii) safety violations under the Occupational Safety and Health Act; (iii) wage or hour violations; (iv) discriminatory acts or practices in connection with employment matters or (v) claims by governmental agencies that Parent has failed to comply with any Law relating to employment or labor matters. To the knowledge of Parent, Parent is not currently and has not been the subject of any threatened or actual “whistleblower” or similar claims by past or current employees or any other persons. (b) To the knowledge of Parent, Parent is currently in substantial compliance with all Laws relating to employment, including those related to wages, hours, collective bargaining and the 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 all amounts required to be withheld from Parent employees and is not liable for any arrears of wages, taxes withheld, penalties or other sums for failing to comply with any of the foregoing. (c) Since the enactment of the WARN Act, neither Parent nor any CTWS Subsidiary is party to of its Subsidiaries has effectuated (i) a plant closing affecting any site of employment or bound one or more facilities or operating units within any site of employment or facility of Parent or any of its Subsidiaries, or (ii) a mass layoff (as defined in the WARN Act) affecting any site of employment or facility of Parent or any of its Subsidiaries, nor has Parent or any of its Subsidiaries been affected by any Collective Bargaining Agreement with respect transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters thatsimilar state or local law, individually or in the aggregate, have not had and each case that would not reasonably be expected to have a CTWS Parent Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS Acadia nor any CTWS Subsidiary is a party to or bound by any Collective Bargaining Agreement with respect otherwise subject to any CTWS Personnelcollective bargaining agreement or other labor union Contract applicable to persons employed by Acadia or any of its Subsidiaries, nor, to the knowledge of Acadia, are there any activities or proceedings of any labor union to organize any such employees. No CTWS Personnel As of the date of this Agreement, there are represented by no unfair labor practice complaints pending against Acadia or any of its Subsidiaries before the National Labor Organization with respect to their employment with CTWSRelations Board or any other Governmental Authority or any current union representation questions involving employees of Acadia or any of its Subsidiaries. Except for matters thatAs of the date of this Agreement, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no strike, work stoppage or lockout pending or, to the Knowledge knowledge of CTWSAcadia, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS Acadia or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationits Subsidiaries. (b) Except True and complete information as to the name, current job title and compensation for instances each of noncompliance thatthe last three years of all current directors and executive officers of Acadia and its Subsidiaries has been provided to Pioneer. Since January 1, individually 2009, no executive officer’s or in key employee’s employment with Acadia or of its Subsidiaries has been terminated for any reason. As of the aggregatedate of this Agreement, have not had and would not reasonably be expected no executive officer has notified Acadia or any of its Subsidiaries of his or her intention to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights resign or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansretire. (c) Except for instances Acadia and its Subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of noncompliance thatemployment, individually or including but not limited to wages and hours and the classification of employees and independent contractors, and have not been and are not engaged in any unfair labor practice as defined in the aggregateNational Labor Relations Act or equivalent law. Neither Acadia nor its Subsidiaries have incurred, have not had and to the knowledge of Acadia no circumstances exist under which Acadia or its Subsidiaries would not reasonably be expected to have a CTWS Material Adverse Effectincur, no CTWS Personnel is in any respect in violation material liability arising from the misclassification of any term employees as consultants or independent contractors, and/or from the misclassification of any employment agreement, nondisclosure agreement, common employees as exempt from the requirements of the Fair Labor Standards Act or state law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationequivalents. (d) To Neither Acadia nor its Subsidiaries have, during the Knowledge of CTWSfour-year period prior to the date hereof, in taken any action that would constitute a “Mass Layoff” or “Plant Closing” within the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member meaning of the CTWS Board Worker Adjustment Retraining and Notification Act (the “WARN Act”) or (iii) an employee would otherwise trigger notice requirements or liability under any plant closing notice law without complying in all material respects with the applicable requirements under the WARN Act or such other applicable plant closing notice law. No arbitration, court decision, order by any Governmental Authority, Acadia Material Contract or collective bargaining agreement to which Acadia or its Subsidiaries is a party or is subject in any way limits or restricts Acadia or its Subsidiaries from relocating or closing any of CTWS the operations of Acadia or any CTWS Subsidiary at a level of Vice President or aboveits Subsidiaries.

Labor and Employment Matters. (a) Neither CTWS (i) To the knowledge of Parent, there are no material labor grievances pending or, to the knowledge of Parent, threatened between Parent or its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand; and (ii) neither Parent nor any CTWS Subsidiary of its Subsidiaries is a party to any collective bargaining agreement, work council agreement, work force agreement or bound any other labor union contract applicable to persons employed by Parent or its Subsidiaries, nor, to the knowledge of Parent, are there any Collective Bargaining Agreement with respect activities or proceedings of any labor union to organize any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWSsuch employees. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, Parent has not received written notice of any pending charge of (i) there an unfair labor practice as defined in the National Labor Relations Act, as amended; (ii) safety violations under the Occupational Safety and Health Act violations; (iii) wage or hour violations; (iv) discriminatory acts or practices in connection with employment matters; or (v) claims by governmental agencies that Parent has failed to comply with any material Law relating to employment or labor matters. Parent is no pending not currently and has not been the subject of any actual or, to the Knowledge knowledge of CTWSParent, threatened strikethreatened, lockout, slowdown, work stoppage "whistleblower" or unfair labor practice similar claims by past or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any current employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationother persons. (b) Except Parent is currently in material compliance with all Law relating to employment, including those related to wages, hours, collective bargaining and the 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 all amounts required to be withheld from Parent employees and is not liable for instances any arrears of noncompliance thatwages, individually taxes penalties or other sums for failing to comply with any of the foregoing, except in the aggregate, have not had and each case in this Section 3.14(b) as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances as otherwise set forth in Schedule 3.14(c) of noncompliance thatthe Parent Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) all contracts of employment to CTWS which Parent or, to the knowledge of Parent, any of its Subsidiaries is a party are terminable by Parent or any CTWS Subsidiary its Subsidiaries on three months' or less notice without penalty; (ii) to a former employer there are no legally binding established practices, plans or policies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) Parent or, to the knowledge of Parent, any of its Subsidiaries, in relation to, the termination of employment of any of its employees (whether voluntary or use involuntary); (iii) neither Parent nor, to the knowledge of trade secrets Parent, any of its Subsidiaries has any outstanding liability to pay compensation for loss of office or proprietary informationemployment or a severance payment to any present or former employee or to make any payment for breach of any agreement listed in Schedule 3.14(c) of the Parent Disclosure Schedule; and (iv) there is no term of employment of any employee of Parent or, to the knowledge of Parent, any of its Subsidiaries which shall entitle that employee to treat the consummation of the Merger as amounting to a breach of his contract of employment or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (d) To Schedule 3.14(d) of the Knowledge Parent Disclosure Schedule sets forth a list of CTWSthe Parent's employees as of the date hereof including such employee's job title, in current compensation rate, and accrued unpaid leave or vacation. (e) Schedule 3.14(e) of the last five years, no allegations Parent Disclosure Schedule sets forth a list of sexual harassment those employees who have been made to CTWS against any individual in his terminated or her capacity as have resigned during the 90-day period ending on the date hereof. (if) an officer of CTWS, (iiSchedule 3.14(f) a member of the CTWS Board Parent Disclosure Schedule sets forth a list of each employment agreement to which Parent is a party that contains change of control provisions. (g) Schedule 3.14(g) of the Parent Disclosure Schedule sets forth a list of the Parent employees that have not executed a confidentiality agreement or (iii) an employee invention assignment agreement with Parent, the forms of CTWS or any CTWS Subsidiary at a level of Vice President or abovewhich agreements have been provided to the Company.

Labor and Employment Matters. (a) Neither CTWS No employee of Parent or any Parent Subsidiary is, to the knowledge of Parent, represented by a Union and neither Parent nor any CTWS Parent Subsidiary is a party to to, subject to, or bound by any a Collective Bargaining Agreement, nor is there any duty on the part of Parent or any Parent Subsidiary to bargain or consult with, or provide notice to, any Union which is representing any employee of Parent or any Parent Subsidiary, in connection with the execution of this Agreement or the Transactions. There are and, for the prior three (3) years were, to the knowledge of Parent, no strikes lockouts, work stoppages, slowdowns, threatened unfair labor practice charges, material grievances, material labor arbitrations, picketing, hand billing or other material labor dispute with respect to any CTWS Personnelemployees of Parent or any Parent Subsidiaries, in each case, pursuant to the National Labor Relations Act. No CTWS Personnel There are represented by any Labor Organization and, for the prior three (3) years have been, no union certification or representation petitions or demands with respect to Parent or any Parent Subsidiaries or any of their employment employees and, to the knowledge of Parent, no union organizing campaign or similar effort is pending or threatened with CTWS. Except for matters thatrespect to Parent, individually any Parent Subsidiaries, or any of their employees. (b) Except, in the aggregateeach case, have not had and as would not reasonably be expected to have result in a CTWS Material Adverse Effect, neither Parent nor any Parent Subsidiary is liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing. (c) Except, in each case, as would not result in a Material Adverse Effect, each of Parent and the Parent Subsidiaries: (i) there has taken reasonable steps to properly classify and treat all of their employees as “employees” and independent contractors as “independent contractors”; (ii) has taken reasonable steps to properly classify and treat all of their employees as “exempt” or “non-exempt” from overtime requirements under applicable Law; (iii) has maintained legally adequate records regarding the service of all of their employees, including, where required by applicable Law, records of hours worked; (iv) is no pending ornot delinquent in any material payments to, or on behalf of, any current or former employees or independent contractors for any services or amounts required to the Knowledge of CTWSbe reimbursed or otherwise paid; (v) has withheld, threatened strikeremitted and reported all material amounts required by Law or by agreement to be withheld, lockout, slowdown, work stoppage or unfair labor practice by or remitted and reported with respect to wages, salaries, end of service and retirement funds, superannuation and social security benefits and other payments to any CTWS Personnel current or former independent contractors or employees; and (iivi) is not liable for any material payment to the Knowledge of CTWS, there are no activities any trust or proceedings of any Labor Organization to organize any employees of CTWS other fund governed by or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made maintained by or on behalf of any Labor OrganizationGovernmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former independent contractors or employees (other than routine payments to be made in the ordinary course of business). (bd) Except for instances To the knowledge of noncompliance thatParent, individually (i) no employee or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights independent contractor of Parent or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel any Parent Subsidiary is in any respect in violation of any term of any employment agreementcontract, nondisclosure consulting contract, non-disclosure agreement, common law nondisclosure non-disclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS non-solicitation agreement, proprietary information agreement or any CTWS Subsidiary other agreement relating to confidential or proprietary information, intellectual property, competition or related matters; and (ii) to a former employer the continued employment by Parent and the Parent Subsidiaries of their respective employees, and the performance of the contracts with Parent and the Parent Subsidiaries by their respective independent contractors, will not result in any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) To the Knowledge of CTWSviolation, that would, in the last five yearseach case, no allegations of sexual harassment have been made cause material liability to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or aboveParent.

Labor and Employment Matters. Except as set forth on Section 3.15 of the Parent Disclosure Schedule: (a) None of Parent or any of its Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement, contract, or other written agreement with a labor union or labor organization. Neither CTWS Parent nor any CTWS Subsidiary of its Subsidiaries is party subject to, and during the past three (3) years there has not been, any charge, demand, petition, organizational campaign, or representation proceeding seeking to compel, require, or bound demand it to bargain with any labor union or labor organization nor is there pending any labor strike or lockout involving Parent or any of its Subsidiaries. (b) (i) Parent and its Subsidiaries are in compliance in all material respects with all applicable material Labor Laws and other than normal accruals of wages during regular payroll cycles, there are no arrearages in the payment of wages, (ii) neither Parent nor any of its Subsidiaries is delinquent in any payments to any employee or to any temporary employees, leased employees or other servants or agents employed or used with respect to the operation of the Parent Business and classified by Parent or any Collective Bargaining Agreement of its Subsidiaries as other than an employee or compensated other than through wages paid by Parent or any of its Subsidiaries through its respective payroll department (“Parent Contingent Workers”), for any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any CTWS Personnel. No CTWS Personnel services performed for it to the date hereof or amounts required to be reimbursed to such employees or Parent Contingent Workers, (iii) there are represented by any Labor Organization no grievances, complaints or charges with respect to their employment or labor matters (including allegations of employment discrimination, retaliation or unfair labor practices) pending or, to the Knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries in any judicial, regulatory or administrative forum or under any private dispute resolution procedure, (iv) all employees of Parent and each of its Subsidiaries are employed at-will and no such employees are subject to any contract with CTWS. Except Parent or any of its Subsidiaries or any policy or practice of Parent or any of its Subsidiaries providing for matters thatright of notice of termination of employment or the right to receive severance payments or similar benefits upon the termination of employment by Parent or any of its Subsidiaries, individually and (v) neither Parent nor any of its Subsidiaries has experienced a “plant closing,” “business closing,” or “mass layoff” as defined in the aggregateWARN Act or any similar state, have not had local or foreign Law affecting any site of employment of Parent or any of its Subsidiaries or one or more facilities or operating units within any site of employment or facility of Parent or any of its Subsidiaries, and, during the ninety (90)-day period preceding the date hereof, no employee has suffered an “employment loss,” as defined in the WARN Act, with respect to Parent or any of its Subsidiaries, and would not reasonably be expected to have a CTWS Material Adverse Effect, (ivi) there is are no pending or, to the Knowledge of CTWSParent, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by reasonably anticipated claims or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS actions against Parent or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of its Subsidiaries under any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health planscompensation policy or long-term disability policy. (c) Except for instances Notwithstanding any other provision of noncompliance thatthis Agreement, individually or the representations and warranties contained in Section 3.15(a) and Section 3.15(b) constitute the aggregate, have not had sole and would not reasonably be expected exclusive representations and warranties of Parent and its Subsidiaries relating to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationcollective bargaining matters and compliance with Labor Laws. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor All salaries, wages, commissions and other compensation and benefits payable to each employee of Parent or any CTWS Subsidiary is party of its Subsidiaries have been accrued and paid by Parent or its Subsidiaries when due for all periods through the Closing Date. To Parent’s Knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with Parent or bound by any Collective Bargaining Agreement with respect to any CTWS Personnelof its Subsidiaries within the next twelve (12) months. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually executive or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge key employee of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS Parent or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by its Subsidiaries is employed under a non-immigrant work visa or on behalf of any Labor Organizationother work authorization that is limited in duration. (b) Except for instances For purposes of noncompliance thatapplicable Law, individually or in including the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS Code and the CTWS Fair Labor Standards Act, all independent contractors who are currently, or within the last two (2) years have been, engaged by Parent or any of its Subsidiaries are in compliance with all applicable Laws relating to labor bona fide independent contractors and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights not employees of Parent or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansany of its Subsidiaries. (c) Except for instances Parent and each of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel its Subsidiaries is in any material compliance with all Laws regarding employment and employment practices, conditions of employment, wages and hours with respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right business of any Parent, and the 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 CTWS Personnel Governmental Authority all Taxes and other amounts required to be employed by CTWS withheld from employees of the Company or any CTWS Subsidiary or of its Subsidiaries (B) to the knowledge or use of trade secrets or proprietary informationand all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed). (d) To There is no labor strike, dispute or work stoppage pending or, to Parent’s Knowledge, threatened against or involving the Knowledge business of CTWSParent or at the current customer locations which may affect such business or which may interfere with its continued operation, in the last five yearsand there has been no strike, no allegations of sexual harassment have been made to CTWS against walkout or work stoppage involving any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee employees of CTWS Parent or any CTWS Subsidiary of its Subsidiaries employed with respect to the business of Parent or any of its Subsidiaries or at a level the current customer locations during the twenty-four (24) months prior to the date of Vice President this Agreement. (e) Neither Parent nor any of its Subsidiaries has incurred, and no circumstances exist under which Parent or aboveany of its Subsidiaries would reasonably be expected to incur, any Liability arising from the failure to pay wages (including overtime wages), from the misclassification of employees as independent contractors and/or from the misclassification of employees as exempt from the requirements of the Fair Labor Standards Act or similar state Laws. (f) There is no Action with respect to any employment-related matters, including payment of wages, salary or overtime pay, that has been asserted or is now pending or, to Parent’s Knowledge, threatened by or before any Governmental Authority with respect to any Persons currently or formerly employed (or engaged as an independent contractor) by, or who are or were applicants for employment with, Parent or any of its Subsidiaries.

Labor and Employment Matters. (a) As of the date hereof, there are no material Claims pending or, to the knowledge of Parent, threatened in writing between Parent or any Parent Subsidiary and any of their respective present or former employees. (b) Neither CTWS Parent nor any CTWS Parent Subsidiary is a party to any collective bargaining agreement or bound by similar labor union agreement with any Collective Bargaining Agreement with respect to labor union, labor organization or works council, and no such agreement is presently being negotiated. To the knowledge of Parent, none of the employees of Parent or any CTWS Personnel. No CTWS Personnel are Parent Subsidiary is represented by any Labor Organization labor union with respect to their employment with CTWS. Except for matters thatParent or any Parent Subsidiary, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization labor union to organize any such employees. To the knowledge of Parent, there are no current and there has not been at any time during the last five years any campaigns to solicit cards from employees of CTWS Parent or any CTWS Parent Subsidiary to authorize representation by any labor union or labor organization and, to the knowledge of Parent, there are no current and there has not been at any time during the last five years any other union organizing activities concerning any employees of Parent or any Parent Subsidiary. There are no demand for recognition as current and, to the exclusive bargaining representative knowledge of Parent, there have not been any such employees has been made by labor strikes, slowdowns, work stoppages, lockouts, or on behalf of any Labor Organizationsimilar activity or dispute, affecting Parent or any Parent Subsidiary during the last five (5) years. (bc) Parent and the Parent Subsidiaries are in compliance in all material respects with all Employment Practices. Except for instances of noncompliance thatas would not result in a Parent Material Adverse Effect, individually or in the aggregate, neither Parent nor any Parent Subsidiary is liable for any 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 ordinary course of business consistent with past practice). To the knowledge of Parent, as of the date hereof, (x) there are no material audits or investigations pending or scheduled by any Governmental Authority pertaining to the Employment Practices of Parent or any Parent Subsidiary; and (y) no material complaints relating to Employment Practices of Parent or any Parent Subsidiary have not had and been filed with any Governmental Authority or submitted in writing to Parent or any Parent Subsidiary. To the knowledge of Parent, no event has occurred, nor does any condition or circumstance exist, that would not reasonably be expected to have provide a CTWS Material Adverse Effectbasis for the commencement of any such labor strikes, CTWS slowdowns, work stoppages, lockouts, or any similar activity or dispute. To the knowledge of Parent, Parent and the CTWS Parent Subsidiaries are not engaged, and have never been engaged, in compliance with all applicable Laws relating any unfair labor practice (as defined under the National Labor Relations Act) and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board, any comparable state or foreign agency, or any individual, pending or, to labor and employmentthe knowledge of Parent, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansthreatened. (cd) Except for instances as set forth in Section 3.11(d) of noncompliance the Parent Disclosure Schedule, to the knowledge of Parent, there are no unwritten policies, practices or customs or any other contracts, undertakings or agreements of the Parent or the Parent Subsidiaries that, by extension, could reasonably be expected to entitle any current or former employee to benefits in addition to what such employee is entitled by applicable legal requirements or under the terms of such employee’s employment contract, except where such benefits, individually or in the aggregate, have not had and would not reasonably be expected to have be material to the Parent or the Parent Subsidiaries, taken as a CTWS whole. Neither the Parent nor any Parent Subsidiary is delinquent in payments to any of its employees for any material wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees. 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 are not, and will not reasonably be expected to be, material in magnitude. (e) To the knowledge of Parent, and except as would not result in a Parent Material Adverse Effect, individually or in the aggregate, no CTWS Personnel employee of Parent or any Parent Subsidiary is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary dutyContract, non-competition disclosure or confidentiality agreement, noncompetition agreement, or any restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel employee to be employed by CTWS Parent or any CTWS Parent Subsidiary by which the individual is employed because of the nature of the business conducted or (B) presently proposed to be conducted by it or to the knowledge or use of trade secrets or proprietary informationinformation of others. (df) To the Knowledge of CTWSExcept as would not result in a Parent Material Adverse Effect, individually or in the last five yearsaggregate, no allegations of sexual harassment have been made Parent and each Parent Subsidiary is in compliance with the WARN Act and any applicable state laws or other Laws regarding redundancies, reductions in force, mass layoffs, and plant closings, including all obligations to CTWS against promptly and correctly furnish all notices required to be given thereunder in connection with any individual redundancy, reduction in his force, mass layoff, or her capacity as (i) an officer of CTWSplant closing to affected employees, (ii) a member of the CTWS Board or (iii) an employee of CTWS representatives, any state dislocated worker unit and local government officials, or any CTWS Subsidiary at a level of Vice President or aboveother Governmental Authority.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Parent Subsidiary is a party to any collective bargaining agreement or bound by other Contract with any labor union or similar organization (“Collective Bargaining Agreement Agreements”) with respect to any CTWS Personnel. No CTWS Personnel are represented by current or former employees of Parent or any Labor Organization with respect to their employment with CTWSParent Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWSParent, threatened strike, lockout, slowdown, slowdown or work stoppage or unfair labor practice by or with respect to any CTWS Personnel and current or former employees of Parent or any Parent Subsidiary, (ii) to the Knowledge of CTWSParent, there are no activities or proceedings Proceedings of any Labor Organization labor union or similar organization to organize any employees of CTWS Parent or any CTWS Parent Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationlabor union or other similar organization, and (iii) no employees of Parent or any Parent Subsidiary are represented by any labor union or other similar organization with respect to their employment with Parent or any Parent Subsidiary. There is no material unfair labor practice pending or, to the Knowledge of Parent, threatened against or involving Parent or any Parent Subsidiary. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS Parent and the CTWS Parent Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including including, without limitation, those relating to labor management relations, wages, hours, overtime, non-discrimination, non-retaliation, sexual harassment, civil rights, affirmative action, work authorization, child laborrecordkeeping, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance health and continuation coverage under group health plans. (c) Except for instances . To the Knowledge of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse EffectParent, no CTWS Personnel employee of Parent or any Parent Subsidiary is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS Parent or any CTWS Parent Subsidiary or (ii) to a former employer of any such CTWS Personnel employee relating (A) to the right of any such CTWS Personnel employee to be employed by CTWS Parent or any CTWS Parent Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) . To the Knowledge of CTWSParent, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an any officer of CTWS, Parent or any Parent Subsidiary or (ii) a member of the CTWS Board or (iii) an employee of CTWS Parent or any CTWS Parent Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Parent Subsidiary is a party to any collective bargaining agreement or bound by other Contract with any labor union or similar organization ("Collective Bargaining Agreement Agreements") with respect to any CTWS Personnel. No CTWS Personnel are represented by current or former employees of Parent or any Labor Organization with respect to their employment with CTWSParent Subsidiary. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWSParent, threatened strike, lockout, slowdown, slowdown or work stoppage or unfair labor practice by or with respect to any CTWS Personnel and current or former employees of Parent or any Parent Subsidiary, (ii) to the Knowledge of CTWSParent, there are no activities or proceedings Proceedings of any Labor Organization labor union or similar organization to organize any employees of CTWS Parent or any CTWS Parent Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationlabor union or other similar organization, and (iii) no employees of Parent or any Parent Subsidiary are represented by any labor union or other similar organization with respect to their employment with Parent or any Parent Subsidiary. There is no material unfair labor practice pending or, to the Knowledge of Parent, threatened against or involving Parent or any Parent Subsidiary. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS Parent and the CTWS Parent Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including including, without limitation, those relating to labor management relations, wages, hours, overtime, non-discrimination, non-retaliation, sexual harassment, civil rights, affirmative action, work authorization, child laborrecordkeeping, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance health and continuation coverage under group health plans. (c) Except for instances . To the Knowledge of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse EffectParent, no CTWS Personnel employee of Parent or any Parent Subsidiary is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS Parent or any CTWS Parent Subsidiary or (ii) to a former employer of any such CTWS Personnel employee relating (A) to the right of any such CTWS Personnel employee to be employed by CTWS Parent or any CTWS Parent Subsidiary or (B) to the knowledge or use of trade secrets or proprietary information. (d) . To the Knowledge of CTWSParent, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an any officer of CTWS, Parent or any Parent Subsidiary or (ii) a member of the CTWS Board or (iii) an employee of CTWS Parent or any CTWS Parent Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary is party to Except as set forth in Section 4.11 of the Parent Disclosure Schedule or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters thatas could not reasonably be expected, individually or in the aggregate, have not had to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent or Merger Sub from performing its obligations under this Agreement and would could not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance thatexpected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) there are no controversies pending or, to the knowledge of Parent, threatened between Parent or any Parent Subsidiary and any of their respective employees; (ii) neither Parent nor any Parent Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary, nor, to the knowledge of Parent, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no unfair labor practice complaints pending against Parent or any Parent Subsidiary before the National Labor Relations Board or any current union representation questions involving employees of Parent or any Parent Subsidiary; and (iv) there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of Parent, threat thereof, by or with respect to any employees of Parent or any Parent Subsidiary. The consent of the labor unions that are a party to the collective bargaining agreements listed in Section 4.11 of the Parent Disclosure Schedule is not had and would required to consummate the Transactions. (b) Except as could not reasonably be expected expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent or Merger Sub from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a CTWS Parent Material Adverse Effect, CTWS : (i) Parent and the CTWS Parent Subsidiaries are in compliance with all applicable Laws laws relating to labor and employmentthe employment of labor, including those relating related to labor management relations, wages, hours, overtimecollective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of Parent or any Parent Subsidiary and are not liable for any arrears of wages, discriminationtaxes, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights penalties or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans.other sums for failure to comply with any of the foregoing; (cii) Except Parent and the Parent Subsidiaries have paid in full to all employees or adequately accrued for instances in accordance with GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of noncompliance thatsuch employees and there is no claim with respect to payment of wages, individually salary or in the aggregateovertime 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 Parent or any Parent Subsidiary; (iii) neither Parent nor any Parent Subsidiary is a party to, have not had and would not reasonably be expected or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to have employees or employment practices; (iv) there is no charge or proceeding with respect to a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term occupational safety or health standards that has been asserted or is now pending or threatened with respect to Parent; and (v) there is no charge of discrimination in employment or employment practices, for any employment agreementreason, nondisclosure agreementincluding, common law nondisclosure obligationwithout limitation, fiduciary dutyage, non-competition agreementgender, restrictive covenant race, religion or other obligation: (i) to CTWS legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any CTWS Subsidiary or (ii) to a former employer of other Governmental Authority in any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS jurisdiction in which Parent or any CTWS Parent Subsidiary has employed or (B) to the knowledge or use of trade secrets or proprietary informationemploys any person. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Schedule 5.15(a) of the Acquired Companies Disclosure Letter sets forth a true, complete and accurate list of each employee of the Parent and each of the Acquired Companies (determined as of the date set forth on the list), together with his or her title or job description, work location, annualized salary or base hourly wage rate, bonus opportunity for the 2013 calendar year (other than the Transaction Bonuses), the Benefit Plans in which such individual participates, date of hire and current work or leave status. (b) Neither CTWS the Parent nor any CTWS Subsidiary of the Acquired Companies is or has ever been a party to any Union Contracts or bound by any Collective Bargaining Agreement Agreements with respect to any CTWS PersonnelUnion and there are no Union Contracts or Collective Bargaining Agreements being negotiated by the Parent or any of the Acquired Companies. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters thatTo the Knowledge of the Parent or the Knowledge of the Acquired Companies, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no Union organization activity involving the Parent or the Acquired Company employees, pending or threatened, nor has there ever been Union representation involving any of such employees. There are no picketing, strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any of such employees, pending or, to the Knowledge of CTWSthe Acquired Companies, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationthreatened. (bc) Except for instances Neither the Parent nor any of noncompliance that, individually the Acquired Companies is engaged in any unfair labor or in unfair employment practices. The Parent and each of the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are Acquired Companies is materially in compliance with all Laws applicable Laws to such entity with respect to employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health, including any provisions thereof relating to labor workers’ compensation laws, the withholding and employmentpayment of Social Security and similar Taxes, including those relating to labor management relationsunemployment insurance, wagesthe Worker Adjustment Retraining Notification Act of 1988, hoursas amended, overtimeERISA, the Code, any laws respecting employment discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employmentopportunity, plant closures and layoffsclosures, affirmative action, workers’ compensation, severance payments, employee leave issues, unemployment insurance leaves and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had occupational safety and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationhealth. (d) To There is no unfair labor practice charge or complaint against the Parent or any of the Acquired Companies involving or related to its employees pending (with service of process having been made, or written notice of investigation or inquiry having been served, on the Parent or any of the Acquired Companies), or to the Knowledge of CTWSthe Parent or the Knowledge of the Acquired Companies threatened (or pending without service of process having been made, or written notice of investigation or inquiry having been served, on the Parent or any of the Acquired Companies), before the National Labor Relations Board, or comparable state or local agency, or any court or arbitral body. There is no other pending or, to the Knowledge of the Parent or the Knowledge of the Acquired Companies, threatened Action or other proceeding or adjudication of any kind, whether before a court, judge, agency, arbitrator, panel or any other type of adjudicator or official, concerning any claim against the Parent or any of the Acquired Companies that relates to the employment or termination of employment by the Parent or any of the Acquired Companies. (e) There has been no “mass layoff” or “plant closing” as defined by, the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or local “mass layoff’ or “plant closing” law with respect to the Parent or any of the Acquired Companies within the 90-day period prior to Closing. (f) Except as set forth on Schedule 5.15(f) of the Acquired Companies Disclosure Letter, there are no pending claims against the Parent or any of the Acquired Companies under any workers compensation plan or policy or for long term disability. (g) There is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to the Knowledge of the Parent or the Knowledge of the Acquired Companies, threatened against the Parent or any of the Acquired Companies involving or related to any employee of the Parent or any of the Acquired Companies, and neither the Parent nor any of the Acquired Companies has, within the last five yearstwo years prior to the Closing Date, had or been threatened with any labor strike, slowdown, work stoppage or other labor controversy. (h) There are no allegations Actions, charges, administrative proceedings or formal complaints of discrimination (including discrimination based on sex, sexual harassment have harassment, age, marital status, race, national origin, sexual preference, handicap, disability or veteran status) pending (with service of process having been made made, or written notice of investigation or inquiry having been served, on the Parent or any of the Acquired Companies), or to CTWS the Knowledge of the Parent or the Knowledge of the Acquired Companies threatened (or pending without service of process having been made, or written notice of investigation or inquiry having been served, on the Parent or any of the Acquired Companies), before the Equal Employment Opportunity Commission or any federal, state or local agency or court against the Parent or any individual in his of the Acquired Companies involving or her capacity as related to any employee of the Parent or any of the Acquired Companies. (i) an officer of CTWS, (ii) a member Neither the Parent nor any of the CTWS Board Acquired Companies is a party to, or (iii) an employee is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of CTWS the Parent or any CTWS Subsidiary at a level of Vice President the Acquired Companies. (j) There are no charges, investigations, administrative proceedings or aboveformal complaints of overtime or minimum wage violations involving the business of the Parent or any of the Acquired Companies pending (with service of process having been made, or written notice of investigation or inquiry having been served on the Parent or any of the Acquired Companies), or to the Knowledge of the Parent or the Knowledge of the Acquired Companies threatened (or pending without service of process having been made, or written notice of investigation or inquiry having been served, on the Parent or any of the Acquired Companies), before the DOL or any other Governmental Entity. (k) The Parent and all of the Acquired Companies have withheld and paid to the appropriate Governmental Entity all amounts required by applicable Law or agreement to be withheld from the wages or salaries of all Persons who are required by applicable Law to be characterized and treated as employees by the Parent or any of the Acquired Companies. Neither the Parent nor any of the Acquired Companies is liable for any arrears of wages or other Taxes or penalties for failure to comply with applicable Law with respect to employees. (l) There are no citations, Actions, administrative proceedings or formal complaints of violations of local, state or federal occupational safety and health laws pending (with service of process having been made, or written notice of investigation or inquiry having been served, on the Parent or any of the Acquired Companies), or to the Knowledge of the Parent or the Knowledge of the Acquired Companies pending without service of process having been made, or written notice of investigation or inquiry having been served, on the Parent or any of the Acquired Companies before the Occupational Safety and Health Administration or any Governmental Entity against the Parent or any of the Acquired Companies involving or related to the business of the Company or any of the Affiliates of the Company.

Labor and Employment Matters. (a) Neither CTWS (i) To the knowledge of the Parent, there are no material labor grievances pending or, to the knowledge of the Parent, threatened between the Parent or its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand; and (ii) neither the Parent nor any CTWS Subsidiary of its Subsidiaries is a party to any collective bargaining agreement, work council agreement, work force agreement or bound any other labor union contract applicable to persons employed by the Parent or its Subsidiaries, nor, to the knowledge of the Parent, are there any Collective Bargaining Agreement with respect current activities or proceedings of any labor union to organize any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWSsuch employees. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, the Company has not received written notice of any pending charge by any Governmental Authority of (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or any alleged unfair labor practice by or with respect to any CTWS Personnel and as defined in the National Labor Relations Act, as amended; (ii) any alleged Occupational Safety and Health Act violations; (iii) any alleged wage or hour violations; (iv) any alleged discriminatory acts or practices in connection with employment matters; or (v) any claims by any Governmental Authority that the Parent has failed to comply with any material Law relating to employment or labor matters. The Parent is not currently and has not been the Knowledge of CTWS, there are no activities or proceedings subject of any Labor Organization to organize any threatened or actual “whistleblower” or similar claims by past or current employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationother persons. (b) Except for instances of noncompliance thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS and the CTWS Subsidiaries are Parent is currently in compliance with all applicable Laws Law relating to labor and employment, including those relating related to labor management relations, wages, hours, overtimecollective bargaining and the payment and withholding of taxes and Table of Contents other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority all amounts required to be withheld from Parent employees and is not liable for any arrears of wages, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights taxes penalties or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansother sums for failing to comply with any of the foregoing. (c) Except for instances as otherwise set forth in Section 6.11(c) of noncompliance thatthe Parent Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) all contracts of employment to CTWS which the Parent or, to the knowledge of the Parent, any of its Subsidiaries is a party are terminable by the Parent or any CTWS Subsidiary its Subsidiaries on three months’ or less notice without penalty; (ii) to a former employer there are no established practices, plans or policies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) Parent or, to the knowledge of the Parent, any of its Subsidiaries, in relation to, the termination of employment of any of its employees (whether voluntary or use involuntary); (iii) neither the Parent nor, to the knowledge of trade secrets the Parent, any of its Subsidiaries has any outstanding liability to pay compensation for loss of office or proprietary informationemployment or a severance payment to any present or former employee or to make any payment for breach of any agreement listed in Section 6.10(c) of the Parent Disclosure Schedule; and (iv) there is no term of employment applicable to any employee of the Parent or, to the knowledge of the Parent, any of its Subsidiaries which shall entitle that employee to treat the consummation of the Merger as amounting to a breach of his contract of employment or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (d) To Section 6.11(d) of the Knowledge Parent Disclosure Schedule sets forth a list of CTWS, in the last five years, no allegations of sexual harassment those employees who have been made to CTWS against any individual in his terminated or her capacity as have resigned during the 90-day period ending on the date hereof. (ie) an officer of CTWS, (iiSection 6.11(e) a member of the CTWS Board or (iii) an employee Parent Disclosure Schedule sets forth a list of CTWS or any CTWS Subsidiary at each employment agreement to which the Parent is a level party that contains change of Vice President or abovecontrol provisions.

Labor and Employment Matters. (a) Neither CTWS Parent nor any CTWS Parent Subsidiary is a party to any collective bargaining agreement, industrial instrument, award agreement, or bound other labor union contract applicable to persons employed by Parent or any Collective Bargaining Agreement with respect Parent Subsidiary and neither Parent nor any Parent Subsidiary knows of any activities or proceedings of any labor union to organize any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWSsuch employees. Except for matters thatas would not, individually or in the aggregate, have not had be material to Parent and would not reasonably be expected to have Parent Subsidiaries, taken as a CTWS Material Adverse Effectwhole, (i) there is are no pending or, to the Knowledge grievance or similar proceedings involving Parent or any Parent Subsidiary and any of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel their employees and (ii) to the Knowledge of CTWS, there are no activities or proceedings continuing obligations of any Labor Organization to organize any employees of CTWS Parent or any CTWS Parent Subsidiary and no demand for recognition as pursuant to the exclusive bargaining representative resolution of any such employees has been made by or on behalf of any Labor Organizationproceeding that is no longer pending. (b) Schedule 4.13(b)(i) sets forth all of the executive officers and employees of Parent and the Parent Subsidiaries. To the knowledge of Parent, as of the date hereof, none of the officers of Parent or any Parent Subsidiary presently intends to terminate his or her employment with Parent or any Parent Subsidiary, nor does Parent or any Parent Subsidiary have any present intention to terminate the employment of any officer in connection with the Acquisition, except as set forth on Schedule 4.13(b)(ii). Except as set forth on Schedule 4.13(b)(iii), any such termination of employment will not result in any Liability to Parent (including severance, unemployment compensation that is not covered by insurance, golden parachute, bonus, or otherwise) after the Closing. To the knowledge of Parent, Parent and the Parent Subsidiaries are in compliance and, each of its employees and consultants is in compliance, with the terms of the respective employment and consulting agreements between Parent (or any Parent Subsidiary) and such individuals, in each case, except for instances of noncompliance thatsuch non-compliance that would not, individually or in the aggregate, have not had be materially adverse to Parent and would not reasonably be expected to have Parent Subsidiaries, taken as a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health planswhole. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to To the knowledge of Parent, Parent and the Parent Subsidiaries are in material compliance with all applicable laws relating to employment or use termination of trade secrets employment, including those related to wages, hours, compensation, terms and conditions of employment, workplace health and safety, discrimination or proprietary informationharassment, retaliation, human rights, pay equity, notice of termination, classification of employees, immigration, collective bargaining, and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority. (d) To the Knowledge knowledge of CTWSParent, except as set forth in Schedule 4.13(d), Parent and the last five yearsParent Subsidiaries have not incurred any employment-related liabilities with respect to or arising out of COVID-19 or COVID-19 Measures that would have a Material Adverse Effect on Parent and the Parent Subsidiaries, no allegations taken as a whole. During the eighteen (18) months prior the date of sexual harassment this Agreement, except in connection with COVID-19 Measures or Permitted Actions, there have been made to CTWS against no furloughs, layoffs, or salary reductions affecting any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS Parent or any CTWS Parent Subsidiary at as a level result of Vice President or abovein response to COVID-19.

Labor and Employment Matters. (a) Neither CTWS nor Seller has complied with each, and to the best of Seller’s Knowledge, is not in violation of any, Law relating to anti-discrimination and equal employment opportunities in connection with the Business. There are, and have been, no violations of any CTWS Subsidiary is party other Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any Business Employee or other Person in connection with the Business. Seller has filed all reports, information and notices required under any Law respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any Business Employee or other Person in connection with the Business, and will timely file prior to or bound Closing all such reports, information and notices required by any Collective Bargaining Agreement with respect Law to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect be given prior to their employment with CTWS. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor OrganizationClosing. (b) Except for instances of noncompliance that, individually Seller has paid or properly accrued in the aggregate, have not had ordinary course of the Business all wages and would not reasonably be expected compensation due to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employmentBusiness Employees, including those relating to labor management relationsall vacations or vacation pay, wagesholidays or holiday pay, hourssick days or sick pay, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansbonuses. (c) Except for instances Seller is not a party to any Contract which restricts Seller from relocating, closing or terminating any of noncompliance that, individually its operations or facilities or any portion thereof. Seller has not effectuated a "plant closing" (as defined in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (iWARN Act) to CTWS or any CTWS Subsidiary or (ii) to a former employer "mass lay-off" (as defined in the WARN Act), in either case affecting any site of employment or facility of Seller, except in accordance with the WARN Act. The consummation of the transactions contemplated by this Agreement will not create liability for any such CTWS Personnel relating (A) act by Seller on or prior to the right of any such CTWS Personnel to be employed by CTWS Closing under the WARN Act or any CTWS Subsidiary other Law respecting reductions in force or (B) to the knowledge impact on employees of plant closings or use sales of trade secrets or proprietary informationbusinesses. (d) To Seller has complied and is in compliance in all material respects with the Knowledge requirements of CTWS, the Immigration Reform and Control Act of 1986. The Seller Disclosure Schedule sets forth a true and complete list of all Business Employees working in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) United States who are not U.S. citizens and a member description of the CTWS Board or (iii) an employee legal status under which each such Business Employee is permitted to work in the United States. All Business Employees who are performing services for Seller in the United States are legally able to work in the United States and will be able to continue to work in the Business in the United States following the consummation of CTWS or any CTWS Subsidiary at a level of Vice President or abovethe transactions contemplated by this Agreement.

Labor and Employment Matters. Section 3.19 of the Disclosure Schedule lists each collective bargaining or other labor union contract to which Gentek Holdings or Gentek will be a party after giving effect to the Restructuring (a) Neither CTWS nor any CTWS Subsidiary is party to or bound by any the "Collective Bargaining Agreements"). To the knowledge of such person after due inquiry, each Collective Bargaining Agreement with respect to is in full force and effect, and neither Gentek Holdings nor Gentek is in breach or default of any CTWS Personnelsuch Collective Bargaining Agreement in any material respect. No CTWS Personnel There are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no unfair labor practice charges or complaints or other material employment-related charges, investigations, settlement agreements, decrees or other labor or employment controversies or obligations pending or, to the Knowledge knowledge of CTWSsuch person after due inquiry, threatened strikeagainst Gentek Holdings or Gentek, lockout(ii) no material union representation questions involving or affecting persons employed by Gentek Holdings or Gentek, slowdown(iii) to the knowledge of such person after due inquiry, (A) no existing or threatened union organizing activities involving or affecting unorganized employees of Gentek Holdings or Gentek and (B) no employee, group of employees or employee representative of either Gentek Holdings or Gentek has filed any representation petition or made any written or oral demand for recognition, or (iv) no strikes, slowdowns, work stoppage stoppages, lockouts or unfair other material labor practice dispute, or, to the knowledge of such person after due inquiry, threats thereof, by or with respect to any CTWS Personnel employees of Gentek Holdings or Gentek. Any notice required under any applicable law or Collective Bargaining Agreement has been given, and (ii) all bargaining obligations with any employee representative have been satisfied in all material respects, including, without limitation, obligations relating to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any effects on bargaining unit employees of CTWS the transactions contemplated by this Agreement. Neither Gentek Holdings nor Gentek has implemented any plant closing or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative layoff of any such employees has been made by or on behalf of any Labor Organization. (b) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not that could reasonably be expected to have a CTWS Material Adverse Effectimplicate the Worker Adjustment Retraining and Notification Act of 1988, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and employmentas amended, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary similar state or (ii) local law or regulation, and no such layoffs will be implemented before Closing without advance notification to a former employer of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationPurchaser. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor Section 4.17(a) of the Parent Disclosure Schedule lists as of the date hereof, all employees of Parent and the Parent Subsidiaries based in the United States and provides for each such individual (redacted if and as required by applicable Law): (i) name, (ii) work location (by state), (iii) job title, (iv) annual base salary or hourly wage, (v) an indication of whether such individual is full-time or part-time, and (vi) whether exempt or non-exempt from overtime laws. Parent and the Parent Subsidiaries currently classify and have properly classified each of their respective employees as exempt or non-exempt for the purposes of the Fair Labor Standards Act and state, local and foreign wage and hour Laws, and are and have been otherwise in compliance with such Laws for the past three (3) years. (b) Except as set forth in Section 4.17(b) of the Parent Disclosure Schedule, none of Parent or any CTWS Subsidiary of the Parent Subsidiaries is a party to or to, bound by or has any Collective Bargaining Agreement obligation with respect to any CTWS Personnel. No CTWS Personnel are represented by collective bargaining agreement or other labor union or works council Contract, nor has it experienced any Labor Organization with respect actual or, to their employment with CTWSthe Knowledge of Parent, threatened strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Except for matters thatas has not resulted in, individually or in the aggregate, have not had and would not reasonably be expected to have result in, a CTWS Material Adverse Effectmaterial liability to Parent and the Parent Subsidiaries, taken as a whole, (i) none of Parent or any of the Parent Subsidiaries has breached or otherwise failed to comply with the provisions of any Parent collective bargaining agreement or works council agreement and there is are no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage grievances or unfair labor practice by or with respect to any CTWS Personnel and arbitrations outstanding thereunder; (ii) to the Knowledge of CTWSParent, there are no labor organizational campaigns, corporate campaigns, petitions, demands for recognition or other labor or unionization activities seeking recognition of a bargaining unit, works council or proceedings other employee representative group at Parent or any of the Parent Subsidiaries; (iii) there are no unfair labor practice charges, grievances, arbitrations or other complaints or union or works council matters before the National Labor Relations Board or other labor board of Governmental Authority or arbitrator (public or private) that would reasonably be expected to affect the employees of Parent and the Parent Subsidiaries; (iv) there are no current or, to the Knowledge of Parent, threatened strikes, slowdowns, lockouts, organized labor disputes or work stoppages, involving Parent or any of the Parent Subsidiaries, and no such strike, slowdown, lockout, organized labor dispute or work stoppage has occurred within the three (3) 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 Labor Organization collective bargaining agreement or works council 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) Parent and the Parent Subsidiaries are and, for the past three (3) years have been, in compliance in all material respects with (x) the WARN Act 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 for overtime purposes, classification of employees and independent contractors and other individual service providers, payroll documents and wage statements, 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 (viii) there are no legal actions, government investigations, or labor grievances pending, or, to organize the Knowledge of Parent, threatened, relating to any employees of CTWS employment related matter involving Parent or any CTWS Subsidiary Parent Subsidiary, including, but not limited to, charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations of Law. During the 90-day period preceding the date hereof, no employee or Contingent Worker of Parent or any of the Parent Subsidiaries has suffered an “employment loss” as defined in the WARN Act. Parent and no demand the Parent Subsidiaries are not delinquent in any material payments to any employee or Contingent Worker for recognition as the exclusive bargaining representative of any wages, salaries, commissions, bonuses, fees or other direct compensation due with respect to any service performed for it or them or amounts required to be reimbursed to such employees has or Contingent Workers (other than routine payments to be made in the normal course of business and consistent with past practice). To the Knowledge of Parent, in the last four (4) years, no allegations of sexual harassment, other unlawful harassment, sexual misconduct, discrimination, or retaliation have been made by to Parent or on behalf the Parent Subsidiaries against any of their respective officers, managers or executives nor has Parent or any Labor OrganizationParent Subsidiary otherwise been notified of such allegations. To the Knowledge of Parent, there are no facts that would reasonably be expected to give rise to a claim of sexual harassment, other unlawful harassment or unlawful discrimination or retaliation against or involving the Parent, any Parent Subsidiaries or any their officers, managers or executives. (bc) Except for instances as set forth in Section 4.17(c) of noncompliance thatthe Parent Disclosure Schedule, individually to the Knowledge of Parent, no current key employee of Parent or any of the Parent Subsidiaries (i) has informed Parent that they intend to terminate their employment with Parent or such Parent Subsidiary, (ii) has informed Parent that they received an offer to join a business that may be competitive with Parent or the Parent Subsidiary’s business, or (iii) is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person other than Parent) that may materially interfere with such employee’s performance of their duties or responsibilities to Parent or such Parent Subsidiary. (d) To the Knowledge of Parent, all employees of Parent or any of the Parent Subsidiaries are legally authorized to work in the aggregateUnited States or the applicable jurisdiction in which such employee is providing services either because of their status as citizens, have legal permanent residents, or by virtue of possessing a visa under applicable Laws relating to immigration control which visa allows for such employee to work in such jurisdiction. Except as has not had resulted in, and would not reasonably be expected to have result in, a CTWS Material Adverse Effect, CTWS material liability to Parent and the CTWS Parent Subsidiaries, taken as a whole, Parent and the Parent Subsidiaries have properly completed all reporting and verification requirements pursuant to, has maintained all records required by, and has otherwise complied with, all Laws relating to immigration control for all of their employees, including the Form I-9 in the United States. Except as has not resulted in, and would not reasonably be expected to result in, a material liability to Parent and the Parent Subsidiaries, taken as a whole (i) neither Parent nor any Parent Subsidiaries has received any written notice from any Governmental Authority that it is in violation of any Law pertaining to immigration control or that any current or former employee is or was not legally authorized to be employed in the jurisdiction in which such Person was providing services and (ii) there is no pending, or to the Knowledge of Parent, threatened, charge or complaint under the Immigration Reform and Control Act of 1986 or equivalent Law of any other jurisdiction against Parent or any of the Parent Subsidiaries. (e) Except as has not resulted in, and would not reasonably be expected to result in, a material liability to Parent and the Parent Subsidiaries, taken as a whole, there are no Proceedings against Parent or any of the Parent Subsidiaries pending, or to the Knowledge of Parent, threatened to be brought or filed, by or with any Governmental Authority or arbitrator under any applicable Laws in compliance connection with all the employment, engagement, classification or treatment of any current or former applicant, employee, consultant, volunteer, intern or independent contractor of or by Parent or any of the Parent Subsidiaries, including, without limitation, any claim under any applicable Laws relating to labor and employment, including those relating to labor management relations, equal employment opportunities, fair employment practices, wages, hours, overtime, child labor, employee classification, discrimination, sexual harassment, retaliation, hiring, promotion, and termination of employees, meal and rest breaks, leaves of absence, working conditions, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights or benefitsinformation privacy and security, equal employment, plant closures and layoffs, workers’ workers compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances , wage payment and the payment and withholding of noncompliance thatTaxes, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS or any CTWS Subsidiary other employment-related matter, nor have there been any material written requests or (ii) notifications related to a former employer of any such CTWS Personnel relating (A) to the right of Proceedings, including any such CTWS Personnel to be employed by CTWS audits or investigations, from any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationGovernmental Authority. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.

Labor and Employment Matters. (a) Neither CTWS nor any CTWS Subsidiary Each of Parent and its Subsidiaries is party in compliance in all material respects with all Applicable Law relating to or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, employment practices and those relating to the Knowledge calculation and payment of CTWSwages (including compensability of time, threatened strikeovertime pay, lockoutmaximum hours of work and child labor restrictions), slowdownequal employment opportunity (including laws prohibiting discrimination and/or harassment or requiring accommodation on the basis of race, work stoppage color, national origin, religion, gender, disability, age, sexual orientation or unfair other protected characteristic), affirmative action and other hiring practices, occupational safety and health, workers compensation, unemployment, the payment of social security and other taxes, and collective bargaining or concerted activity or other conduct protected under the National Labor Relations Act or applicable state labor practice by relations or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there collective bargaining law. There are no activities or proceedings of any Labor Organization to organize any employees of CTWS material workers’ compensation claims pending against Parent or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationits Subsidiaries. (b) Except for instances Each of noncompliance that, individually or in Parent and its Subsidiaries has received approval from the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS Department of Labor and the CTWS Subsidiaries are Immigration and Naturalization Service for any temporary work authorizations including X-0X, X-0, X-0 or J-1 visas or work authorizations required in compliance connection with all applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights the retention of any employee of Parent or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansany of its Subsidiaries. (c) Except for instances as listed on Section 4.22(c) of noncompliance thatthe Parent Disclosure Schedule, individually neither Parent nor any of its Subsidiaries is bound by any oral or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment written employee collective bargaining agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) and to CTWS or any CTWS Subsidiary or (ii) to a former employer of the extent any such CTWS Personnel relating (A) agreements exist, copies have been provided by Parent to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) Company prior to the knowledge or use of trade secrets or proprietary informationdate hereof. (d) To Each of Parent and its Subsidiaries is in compliance in all material respects with all applicable employee licensing requirements and has used its reasonable best efforts to ensure that each employee, consultant, contractor or other non-employee service provider who is required to have a gaming or other license under any Gaming Law or other Applicable Law maintains such license in current and valid form. (e) Each of Parent and its Subsidiaries is in compliance in all material respects with all Applicable Law, Governmental Orders, and Contracts (if any) respecting the Knowledge WARN Act or any other comparable Applicable Law that applies to mass layoffs and/or plant closings to which Parent or any of CTWS, its Subsidiaries is subject in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member each of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or abovejurisdictions in which it conducts operations.

Labor and Employment Matters. (a) Neither CTWS nor All salaries, wages, commissions and other compensation and benefits payable to each employee of Parent or any CTWS Subsidiary have been accrued and paid by Parent or such Subsidiary when due for all periods through the Closing Date. To Parent’s Knowledge, no current executive, key employee or group of employees has given notice of termination of employment or otherwise disclosed plans to terminate employment with Parent or any Subsidiary within the next twelve (12) months. No executive or key employee of Parent or any Subsidiary is party to employed under a non-immigrant work visa or bound by any Collective Bargaining Agreement with respect to any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWS. Except for matters that, individually or other work authorization that is limited in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or unfair labor practice by or with respect to any CTWS Personnel and (ii) to the Knowledge of CTWS, there are no activities or proceedings of any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationduration. (b) Except for instances of noncompliance that, individually or Parent and each Subsidiary is in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in material compliance with all applicable Laws relating to labor regarding employment and employment practices, conditions of employment, including those relating wages and hours with respect to labor management relationsthe business of Parent, wagesand the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights has withheld and paid to the appropriate Governmental Authority or benefits, equal employment, plant closures is holding for payment not yet due to such Governmental Authority all Taxes and layoffs, workers’ compensation, employee leave issues, unemployment insurance other amounts required to be withheld from employees of the Company or any Subsidiary (and continuation coverage under group health plansall Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed). (c) Except for instances There is no labor strike, dispute or work stoppage pending or, to Parent’s Knowledge, threatened against or involving the business of noncompliance thatParent or at the current customer locations which may affect such business or which may interfere with its continued operation, individually and there has been no strike, walkout or in work stoppage involving any of the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation employees of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to CTWS Parent or any CTWS Subsidiary employed with respect to the business of Parent or any Subsidiary or at the current customer locations during the twenty-four (ii24) to a former employer of any such CTWS Personnel relating (A) months prior to the right date of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationthis Agreement. (d) To Neither Parent nor any Subsidiary has incurred, and no circumstances exist under which Parent or any Subsidiary would reasonably be expected to incur, any Liability arising from the Knowledge failure to pay wages (including overtime wages), from the misclassification of CTWS, in employees as independent contractors and/or from the last five years, no allegations misclassification of sexual harassment have been made to CTWS against any individual in his or her capacity employees as (i) an officer of CTWS, (ii) a member exempt from the requirements of the CTWS Board Fair Labor Standards Act or similar state Laws. (iiie) There is no Action with respect to any employment-related matters, including payment of wages, salary or overtime pay, that has been asserted or is now pending or, to Parent’s Knowledge, threatened by or before any Governmental Authority with respect to any Persons currently or formerly employed (or engaged as an employee of CTWS independent contractor) by, or who are or were applicants for employment with, Parent or any CTWS Subsidiary at a level of Vice President or aboveSubsidiary.

Labor and Employment Matters. (a) Neither CTWS (i) To the knowledge of the Parent, there are no material labor grievances pending or, to the knowledge of the Parent, threatened between the Parent or its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand; and (ii) neither the Parent nor any CTWS Subsidiary of its Subsidiaries is a party to any collective bargaining agreement, work council agreement, work force agreement or bound any other labor union contract applicable to persons employed by the Parent or its Subsidiaries, nor, to the knowledge of the Parent, are there any Collective Bargaining Agreement with respect current activities or proceedings of any labor union to organize any CTWS Personnel. No CTWS Personnel are represented by any Labor Organization with respect to their employment with CTWSsuch employees. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a CTWS Parent Material Adverse Effect, the Company has not received written notice of any pending charge by any Governmental Authority of (i) there is no pending or, to the Knowledge of CTWS, threatened strike, lockout, slowdown, work stoppage or any alleged unfair labor practice by or with respect to any CTWS Personnel and as defined in the National Labor Relations Act, as amended; (ii) any alleged Occupational Safety and Health Act violations; (iii) any alleged wage or hour violations; (iv) any alleged discriminatory acts or practices in connection with employment matters; or (v) any claims by any Governmental Authority that the Parent has failed to comply with any material Law relating to employment or labor matters. The Parent is not currently and has not been the Knowledge of CTWS, there are no activities or proceedings subject of any Labor Organization to organize any threatened or actual “whistleblower” or similar claims by past or current employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made by or on behalf of any Labor Organizationother persons. (b) Except for instances of noncompliance thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Parent Material Adverse Effect, CTWS and the CTWS Subsidiaries are Parent is currently in compliance with all applicable Laws Law relating to labor and employment, including those relating related to labor management relations, wages, hours, overtimecollective bargaining and the 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 all amounts required to be withheld from Parent employees and is not liable for any arrears of wages, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights taxes penalties or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plansother sums for failing to comply with any of the foregoing. (c) Except for instances as otherwise set forth in Section 6.11(c) of noncompliance thatthe Parent Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) all contracts of employment to CTWS which the Parent or, to the knowledge of the Parent , any of its Subsidiaries is a party are terminable by the Parent or any CTWS Subsidiary its Subsidiaries on three months’ or less notice without penalty; (ii) to a former employer there are no established practices, plans or policies of any such CTWS Personnel relating (A) to the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) Parent or, to the knowledge of the Parent, any of its Subsidiaries, in relation to, the termination of employment of any of its employees (whether voluntary or use involuntary); (iii) neither the Parent nor, to the knowledge of trade secrets the Parent, any of its Subsidiaries has any outstanding liability to pay compensation for loss of office or proprietary informationemployment or a severance payment to any present or former employee or to make any payment for breach of any agreement listed in Section 6.10(c) of the Parent Disclosure Schedule; and (iv) there is no term of employment applicable to any employee of the Parent or, to the knowledge of the Parent, any of its Subsidiaries which shall entitle that employee to treat the consummation of the Merger as amounting to a breach of his contract of employment or entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation. (d) To Section 6.11(d) of the Knowledge Parent Disclosure Schedule sets forth a list of CTWS, in the last five years, no allegations of sexual harassment those employees who have been made to CTWS against any individual in his terminated or her capacity as have resigned during the 90-day period ending on the date hereof. (ie) an officer of CTWS, (iiSection 6.11(e) a member of the CTWS Board or (iii) an employee Parent Disclosure Schedule sets forth a list of CTWS or any CTWS Subsidiary at each employment agreement to which the Parent is a level party that contains change of Vice President or abovecontrol provisions.

Labor and Employment Matters. Except to the extent set forth in SCHEDULE 5.13: (a) Neither CTWS nor there is no material labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the best knowledge of WWC, threatened, against or affecting WWC, and since inception there has not been any CTWS Subsidiary such action; (b) no union claims to represent the employees of WWC; (c) WWC is not a party to or bound by any Collective Bargaining Agreement collective bargaining or similar agreement with respect any labor organization, or work rules or practices agreed to with any CTWS Personnel. No CTWS Personnel are labor organization or employee association applicable to employees of WWC; (d) none of the employees of WWC is represented by any Labor Organization labor organization and WWC does not have any knowledge of any material current union organizing activities among the employees of WWC, 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; (f) WWC is, and has at all times been, in compliance in all material respects with respect to their all applicable laws respecting employment with CTWS. Except for matters thatand employment practices, individually or 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 aggregateNational Labor Relations Act or other applicable law, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, ordinance or regulation; (ig) there is no unfair labor practice charge or complaint against WWC pending or, to the Knowledge best knowledge of CTWSWWC, threatened strikebefore the National Labor Relations Board or any similar state or foreign agency; (h) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure against WWC pending or, lockoutto the best knowledge of WWC, slowdownthreatened; (i) to the best knowledge of WWC, work stoppage or unfair labor practice by or no material charges with respect to or relating to WWC are pending before the Equal Employment Opportunity Commission or any CTWS Personnel other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices; (j) 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 best knowledge of WWC, no such investigation is in progress; and (iik) to the Knowledge of CTWS, there are no activities material complaints, lawsuits or other proceedings pending or, to the best knowledge of WWC, threatened in any Labor Organization to organize any employees of CTWS or any CTWS Subsidiary and no demand for recognition as the exclusive bargaining representative of any such employees has been made forum by or on behalf of any Labor Organization. (b) Except present or former employee of WWC, any applicant for instances employment or classes of noncompliance that, individually the foregoing alleging breach of any express or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, CTWS and the CTWS Subsidiaries are in compliance with all applicable Laws relating to labor and implied contract or employment, including those relating to labor management relations, wages, hours, overtime, discrimination, sexual harassment, civil rights, affirmative action, work authorization, child labor, immigration, safety and health, disability rights any law or benefits, equal employment, plant closures and layoffs, workers’ compensation, employee leave issues, unemployment insurance and continuation coverage under group health plans. (c) Except for instances of noncompliance that, individually regulation governing employment or in the aggregate, have not had and would not reasonably be expected to have a CTWS Material Adverse Effect, no CTWS Personnel is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant termination thereof or other obligation: (i) to CTWS discriminatory, wrongful or any CTWS Subsidiary or (ii) to a former employer of any such CTWS Personnel relating (A) to tortuous conduct in connection with the right of any such CTWS Personnel to be employed by CTWS or any CTWS Subsidiary or (B) to the knowledge or use of trade secrets or proprietary informationemployment relationship. (d) To the Knowledge of CTWS, in the last five years, no allegations of sexual harassment have been made to CTWS against any individual in his or her capacity as (i) an officer of CTWS, (ii) a member of the CTWS Board or (iii) an employee of CTWS or any CTWS Subsidiary at a level of Vice President or above.