Common use of Labor and Employment Matters Clause in Contracts

Labor and Employment Matters. (i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion, neither Orion nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion or any of its subsidiaries and, to the knowledge of Orion, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion or any of its subsidiaries, (B) to the knowledge of Orion, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Orion, threatened in writing against Orion or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion, Orion and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors).

Labor and Employment Matters. (i) No employee of Rubicon Project or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement and, to the Knowledge of Rubicon Project, there has not been any activity on behalf of any labor union, labor organization or similar employee group to organize any employees of Rubicon Project or any of its Subsidiaries. Except asfor matters that, individually or and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRubicon Project, (i) there are no (and have not been during the three (3)-year period preceding the date of this Agreement) pending or, to the Knowledge of Rubicon Project, threatened in writing, strikes, work stoppages, slowdowns or lockouts with respect to any employees of Rubicon Project or any of its Subsidiaries, and (ii) there is no (and has not been during the three (3)-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of Rubicon Project, threatened in writing against Rubicon Project or any of its Subsidiaries. Except as, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Rubicon Project, neither Orion Rubicon Project nor any of its subsidiaries Subsidiaries has received written notice during the past three (3) years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion Rubicon Project or any of its subsidiaries Subsidiaries and, to the knowledge Knowledge of OrionRubicon Project, no such investigation is in progress. Except in each case as, individually or and in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRubicon Project, Rubicon Project and its Subsidiaries have been in compliance with all Applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of taxes and continuation coverage with respect to group health plans. During the preceding three years, (Ai) neither Rubicon Project nor any Subsidiary has effectuated 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, (ii) there are no has not occurred a “mass layoff” (as defined in the WARN Act) in connection with Rubicon Project or any Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and have not been during (iii) neither Rubicon Project nor any Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law. Within the three-year three (3)-year period preceding the date of this Agreement, there has been no written or, to the Knowledge of Rubicon Project, oral claim (internally or otherwise) strikes by any current or lockouts with respect to former employee or any employees current or former independent contractor of Orion Rubicon Project or any of its subsidiaries, (B) to the knowledge of Orion, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Orion, threatened in writing against Orion or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdownSubsidiaries, or work stoppage by any applicant for employment with Rubicon Project or its Subsidiaries, that an officer, director, or senior management employee of Rubicon Project or its Subsidiaries has engaged in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion sexual harassment or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion similar misconduct. Neither Rubicon Project nor any of its subsidiaries hasSubsidiaries has entered into any settlement agreement related to allegations of sexual harassment or misconduct by any officer, director or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act senior management employee of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion, Orion and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors)such entity.

Labor and Employment Matters. (i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionSprint, neither Orion Sprint nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, affirmative action, immigration, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion Sprint or any of its subsidiaries and, to the knowledge of OrionSprint, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionSprint, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion Sprint or any of its subsidiaries, (B) to the knowledge of OrionSprint, there is no (and has not been during the three-year period preceding the date of this Agreement) union labor organizing effort pending or threatened in writing against Orion Sprint or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of OrionSprint, threatened in writing against Orion Sprint or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, slowdown or work stoppage in effect or, to the knowledge of OrionSprint, threatened in writing, with respect to any employees of Orion Sprint or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion Sprint nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”), and (F) to the knowledge of Sprint, no current or former employee, independent contractor or consultant of Sprint or any of its subsidiaries has breached any nondisclosure obligation to, non-competition agreement with or other restrictive covenant with: (i) Sprint or any of its subsidiaries or (ii) a former employer of any such individual relating to (a) the right of any such individual to be employed or engaged by Sprint or any of its subsidiaries or (b) the use or disclosure of confidential information in connection with such individual’s employment with or engagement by Sprint or any of its subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionSprint, Orion Sprint and each of its subsidiaries is are in material compliance with all Applicable applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours hours, affirmative action, immigration and occupational safety and health (including, without limitation, including classifications of service providers as employees and/or independent contractors).

Labor and Employment Matters. (ia) Except asas set forth in Section 3.18(a) of the Disclosure Schedule, individually none of the Company or in any of the aggregateSubsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or any Subsidiary, and, to the Seller’s Knowledge, currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company or any Subsidiary; (b) to the Seller’s Knowledge, there are no controversies, strikes, slowdowns or work stoppages pending or threatened between the Company or any Subsidiary and any of their respective employees, and none of the Company or any of the Subsidiaries has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) to the Seller’s Knowledge, none of the Company and the Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union contract, and there are no grievances outstanding against the Company or any Subsidiary under any such agreement or contract which would not reasonably be expected to have a Material Adverse Effect on OrionEffect; (d) to the Seller’s Knowledge, neither Orion nor there are no unfair labor practice complaints pending against the Company or any of its subsidiaries has received written notice during Subsidiary before the past three years National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion Company or any of its subsidiaries and, to the knowledge of Orion, no such investigation is in progress. Except in each case as, individually or in the aggregate, Subsidiary which would not reasonably be expected to have a Material Adverse Effect Effect; (e) to the Seller’s Knowledge, the Company and each Subsidiary is currently in compliance, in all material respects, with all applicable Laws relating to the employment of labor, including those related to worker classification, wages, hours, collective bargaining, worker authorization under immigration Laws, workers’ compensation, occupation, health and safety standards 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 Governmental Authority all amounts required to be withheld from employees of the Company or Subsidiary and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) to the Seller’s Knowledge, the Company and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on Orionbehalf of such employees; (g) to the Seller’s Knowledge, (A) there are is no (and have not claim with respect to worker classification or the payment of wages, salary or overtime pay that has been during the three-year period preceding the date of this Agreement) strikes asserted or lockouts is now pending or threatened before any Governmental Authority with respect to any employees Persons currently or formerly employed by the Company or any Subsidiary; (h) none of Orion the Company or any of its subsidiariesthe Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (Bi) except as set forth in Section 3.18(i) of the Disclosure Schedule, to the knowledge of OrionSeller’s Knowledge, there is no (and charge or proceeding with respect to a violation of any occupational safety or health standard that has not been during the three-year period preceding the date of this Agreement) union organizing effort asserted or is now pending or threatened in writing against Orion with respect to the Company or any Subsidiary; and (j) except as set forth in Section 3.18(j) of its subsidiariesthe Disclosure Schedule, (C) to the Seller’s Knowledge, there is no (and has not been during the three-year period preceding the date charge of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) discrimination in employment or labor arbitration proceeding pending or, to the knowledge of Orion, threatened in writing against Orion or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion, Orion and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary has employed or currently employs any Person. The representations and conditions of employment, wages warranties set forth in this Section 3.18 are the Seller’s sole and hours exclusive representations and occupational safety warranties regarding labor and health (including, without limitation, classifications of service providers as employees and/or independent contractors)employment matters.

Labor and Employment Matters. (i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRockTenn, neither Orion RockTenn nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation insurance laws to conduct an investigation of Orion RockTenn or any of its subsidiaries and, to the knowledge of OrionRockTenn, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRockTenn, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion RockTenn or any of its subsidiaries, (B) to the knowledge of OrionRockTenn, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion RockTenn or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of OrionRockTenn, threatened in writing against Orion RockTenn or any of its subsidiaries, subsidiaries and (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of OrionRockTenn, threatened in writingthreatened, with respect to any employees of Orion RockTenn or any of its subsidiaries, and (E) to . To the knowledge of OrionRockTenn, neither Orion RockTenn nor any of its subsidiaries has, or is reasonably expected to have, any material liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRockTenn, Orion RockTenn and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors).

Labor and Employment Matters. (i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionMWV, neither Orion MWV nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation insurance laws to conduct an investigation of Orion MWV or any of its subsidiaries and, to the knowledge of OrionMWV, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionMWV, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion MWV or any of its subsidiaries, (B) to the knowledge of OrionMWV, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion MWV or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of OrionMWV, threatened in writing against Orion MWV or any of its subsidiaries, subsidiaries and (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of OrionMWV, threatened in writingthreatened, with respect to any employees of Orion MWV or any of its subsidiaries, and (E) to . To the knowledge of OrionMWV, neither Orion MWV nor any of its subsidiaries has, or is reasonably expected to have, any material liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law 1998 (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionMWV, Orion MWV and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors).

Labor and Employment Matters. (i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionDiamond, neither Orion Diamond nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion Diamond or any of its subsidiaries and, to the knowledge of OrionDiamond, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionDiamond, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion Diamond or any of its subsidiaries, (B) to the knowledge of OrionDiamond, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion Diamond or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of OrionDiamond, threatened in writing against Orion Diamond or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of OrionDiamond, threatened in writing, with respect to any employees of Orion Diamond or any of its subsidiaries, and (E) to the knowledge of OrionDiamond, neither Orion Diamond nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionDiamond, Orion Diamond and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors).

Labor and Employment Matters. (a) Since February 10, 2003, neither SpectraSite nor any of the SpectraSite Subsidiaries has been a party 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 National Labor Relations Board (“NLRB”) or voluntarily recognized or recognized under foreign Law. There is no existing, pending or, to the knowledge of SpectraSite, threatened (i) Except aslabor dispute, walkout, lockout, strike, slowdown, hand billing, picketing work stoppage (sympathetic or otherwise), work interruption or other “concerted action” (each a “Concerted Action”) involving the employees of SpectraSite or any of the SpectraSite Subsidiaries, (ii) unfair labor practice charge or complaint, labor dispute, labor arbitration proceeding or any other matter before the NLRB or any other comparable state agency against or involving SpectraSite or any of the SpectraSite Subsidiaries, (iii) election petition or other activity or proceeding by a labor union or representative thereof to organize any employees of SpectraSite or any of the SpectraSite Subsidiaries, (iv) certification or decertification question relating to collective bargaining units at the premises of SpectraSite or any of the SpectraSite Subsidiaries, or (v) grievance or arbitration demand against SpectraSite or any of SpectraSite’s Subsidiaries whether or not filed pursuant to a collective bargaining agreement that, in the case of any of the foregoing, individually or in the aggregate, aggregate has or would not reasonably be expected to have a Material Adverse Effect on OrionEffect. To the knowledge of SpectraSite, neither Orion the employees of SpectraSite nor the employees of any of its subsidiaries has received written notice during the SpectraSite Subsidiaries have engaged in a Concerted Action in the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety that has had or workplace safety and workers compensation insurance laws to conduct an investigation of Orion or any of its subsidiaries and, to the knowledge of Orion, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion or any of its subsidiaries, (B) to the knowledge of Orion, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Orion, threatened in writing against Orion or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion, Orion and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors)Effect.

Labor and Employment Matters. (i) Except asfor the GPE Union Contracts, none of GPE, any GPE Subsidiary, Holdco or Merger Sub is party to any collective bargaining agreement or similar labor union Contract with respect to any of their respective employees. Except for employees covered by a GPE Union Contract, no employees of GPE, any GPE Subsidiary, Holdco or Merger Sub are represented by any other labor union with respect to their employment for GPE, any GPE Subsidiary, Holdco or Merger Sub. To the Knowledge of GPE, except as would not have or would not reasonably be expected to have, individually or in the aggregate, a GPE Material Adverse Effect, (a) there are no labor union representation or certification proceedings with respect to employees of GPE, any GPE Subsidiary, Holdco or Merger Sub pending or threatened in writing to be brought or filed with the National Labor Relations Board, and (b) there are no labor union organizing activities, with respect to employees of GPE, any GPE Subsidiary, Holdco or Merger Sub. From January 1, 2016 until the date of this Agreement, except as would not have or would not reasonably be expected to have a Material Adverse Effect on Orion, neither Orion nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion or any of its subsidiaries and, to the knowledge of Orion, no such investigation is in progress. Except in each case ashave, individually or in the aggregate, a GPE Material Adverse Effect, there have been no labor union strikes, slowdowns, work stoppages or lockouts or other material labor disputes pending or threatened in writing against or affecting GPE, any GPE Subsidiary, Holdco or Merger Sub. Except as would not have or would not reasonably be expected to have a Material Adverse Effect on Orion, (A) there are no (and have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion or any of its subsidiaries, (B) to the knowledge of Orion, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Orion, threatened in writing against Orion or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, a GPE Material Adverse Effect, since January 1, 2015, GPE, each GPE Subsidiary, Holdco and Merger Sub has complied and is in compliance with all applicable Laws pertaining to employment or labor matters and has not engaged in any action that will require any notifications under the WARN. Except as would not have or would not reasonably be expected to have have, individually or in the aggregate, a GPE Material Adverse Effect Effect, there are no Claims or investigations pending or, to the Knowledge of GPE, threatened by or on Orionbehalf of any employee of GPE, Orion and each any GPE Subsidiary, Holdco or Merger Sub alleging violations of its subsidiaries is in material compliance with all Applicable Laws respecting pertaining to employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors)or labor matters.

Labor and Employment Matters. (i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRockTenn, neither Orion RockTenn nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation insurance laws to conduct an investigation of Orion RockTenn or any of its subsidiaries and, to the knowledge of OrionRockTenn, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRockTenn, (A) there are no (and have not been during the three-year period preceding the date of this AgreementOriginal Signing Date) strikes or lockouts with respect to any employees of Orion RockTenn or any of its subsidiaries, (B) to the knowledge of OrionRockTenn, there is no (and has not been during the three-year period preceding the date of this AgreementOriginal Signing Date) union organizing effort pending or threatened in writing against Orion RockTenn or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this AgreementOriginal Signing Date) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of OrionRockTenn, threatened in writing against Orion RockTenn or any of its subsidiaries, subsidiaries and (D) there is no (and has not been during the three-year period preceding the date of this AgreementOriginal Signing Date) slowdown, or work stoppage in effect or, to the knowledge of OrionRockTenn, threatened in writingthreatened, with respect to any employees of Orion RockTenn or any of its subsidiaries, and (E) to . To the knowledge of OrionRockTenn, neither Orion RockTenn nor any of its subsidiaries has, or is reasonably expected to have, any material liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionRockTenn, Orion RockTenn and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors).

Labor and Employment Matters. (a) (i) Except as, individually or in the aggregate, as would not reasonably be expected to have a Material Adverse Effect on Orion, neither Orion nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion or any of its subsidiaries and, be material to the knowledge of OrionBusiness, no such investigation since September 30, 2014, each person or entity classified by Seller, the Selling Subsidiaries, or the Conveyed Entities as an “independent contractor,” consultant, volunteer, leased employee, or other contingent worker is in progress. Except in each case asproperly classified under all governing Laws, individually and Seller, the Selling Subsidiaries, or in the aggregate, Conveyed Entities have fully and accurately reported all payments to all independent contractors and other contingent workers on IRS Form 1099s or as otherwise required by applicable Laws; (ii) except as would not reasonably be expected to have a Material Adverse Effect on Orionbe material to the Business, since September 30, 2014, each employee classified as “exempt” from overtime under the Fair Labor Standards Act (A“FLSA”) there are no (and any state or local laws governing wages, hours, and overtime pay has been properly classified as such, and Seller, the Selling Subsidiaries, or the Conveyed Entities have not been during incurred any Liabilities under the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of Orion FLSA or any of its subsidiaries, state or local wage and hour laws; (Biii) to the knowledge of Orion, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of Orion, threatened in writing against Orion or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”). Except as, individually or in the aggregate, except as would not reasonably be expected to be material to the Business, since September 30, 2014, Seller, the Selling Subsidiaries, or the Conveyed Entities have a Material Adverse Effect on Orionprovided advance notice of layoffs or terminations (or payment in lieu of such notice) as required by the WARN Act and has not incurred any Liability or obligation under such Laws; (iv) except as would not reasonably be expected to be material to the Business, Orion Seller, the Selling Subsidiaries, and each of its subsidiaries is the Conveyed Entities are in material compliance with all Applicable applicable Laws respecting employment relating to labor and employment, including but not limited to all Laws relating to employment practices; the hiring, terms promotion, assignment, and conditions termination of employment, employees; discrimination; equal employment opportunities; labor relations; wages and hours hours; immigration; workers’ compensation; employee benefits; background and credit checks; occupational safety and health health; family and medical leave; (includingv) there are no pending or, without limitationto the Knowledge of Seller threatened, classifications Actions or grievances against Seller, the Selling Subsidiaries, or the Conveyed Entities brought by or on behalf of service providers any applicant for employment, any current or former employee, representative, agents, consultant, independent contractor, subcontractor, or leased employee, volunteer, or “temp” of Seller, the Selling Subsidiaries, or the Conveyed Entities, or any group or class of the foregoing, or any Governmental Authority, in each case in connection with his or her affiliation with, or the performance of his or her duties to, Seller, the Selling Subsidiaries, or the Conveyed Entities; and (vi) except as would not reasonably be expected to be material to the Business, each of the employees and/or independent contractors)of the members of Seller, the Selling Subsidiaries, or the Conveyed Entities has all work permits, immigration permits, visas, or other authorizations required by Law for such employee given the duties and nature of such employee’s employment.

Labor and Employment Matters. (i) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionMWV, neither Orion MWV nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation insurance laws to conduct an investigation of Orion MWV or any of its subsidiaries and, to the knowledge of OrionMWV, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionMWV, (A) there are no (and have not been during the three-year period preceding the date of this AgreementOriginal Signing Date) strikes or lockouts with respect to any employees of Orion MWV or any of its subsidiaries, (B) to the knowledge of OrionMWV, there is no (and has not been during the three-year period preceding the date of this AgreementOriginal Signing Date) union organizing effort pending or threatened in writing against Orion MWV or any of its subsidiaries, (C) there is no (and has not been during the three-year period preceding the date of this AgreementOriginal Signing Date) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of OrionMWV, threatened in writing against Orion MWV or any of its subsidiaries, subsidiaries and (D) there is no (and has not been during the three-year period preceding the date of this AgreementOriginal Signing Date) slowdown, or work stoppage in effect or, to the knowledge of OrionMWV, threatened in writingthreatened, with respect to any employees of Orion MWV or any of its subsidiaries, and (E) to . To the knowledge of OrionMWV, neither Orion MWV nor any of its subsidiaries has, or is reasonably expected to have, any material liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law 1998 (the “WARN Act”). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OrionMWV, Orion MWV and each of its subsidiaries is in material compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors).

Labor and Employment Matters. (ia) No employee of STX or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or other labor-related agreement with a labor union, works council, or other labor organization, and, to the Knowledge of STX, there has not since January 1, 2017 been any activity on behalf of any labor union, works council, or other labor organization or similar employee group to organize any employees of STX or any of its Subsidiaries. Except asfor matters that, individually or in the aggregate, would not reasonably be expected to have be material to STX and its Subsidiaries, taken as a Material Adverse Effect on Orion, neither Orion nor any of its subsidiaries has received written notice during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of Orion or any of its subsidiaries and, to the knowledge of Orion, no such investigation is in progress. Except in each case as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orionwhole, (Ai) there are no (and have not been during the three-year three (3)-year period preceding the date of this Agreement) strikes pending or, to the Knowledge of STX, threatened, strikes, work stoppages, slowdowns or lockouts with respect to any employees of Orion STX or any of its subsidiariesSubsidiaries, and (B) to the knowledge of Orion, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or threatened in writing against Orion or any of its subsidiaries, (Cii) there is no (and has not been during the three-year three (3)-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge Knowledge of OrionSTX, threatened in writing against Orion STX or any of its subsidiaries, (D) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the knowledge of Orion, threatened in writing, with respect to any employees of Orion or any of its subsidiaries, and (E) to the knowledge of Orion, neither Orion nor any of its subsidiaries has, or is reasonably expected to have, any liabilities under the Worker Adjustment and Retraining Act of 1988 or any similar applicable state, local or foreign law (the “WARN Act”)Subsidiaries. Except as, individually or in the aggregate, would not reasonably be expected to have be material to STX and its Subsidiaries, taken as a Material Adverse Effect on Orionwhole, Orion and each none of STX or any of its subsidiaries Subsidiaries has received written notice during the three (3)-year period preceding the date of this Agreement of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and workers compensation insurance laws to conduct an investigation of STX or any of its Subsidiaries and, to the Knowledge of STX, no such investigation is in material compliance with progress. Each of STX and its Subsidiaries has satisfied all notice, consultation, bargaining, and consent obligations owed to its employees and its employees’ representatives under Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including, without limitation, classifications of service providers as employees and/or independent contractors)Law or labor Contract.