Common use of Labor and Employment Clause in Contracts

Labor and Employment. (a) The Company and the Subsidiaries are in compliance with all Applicable Laws relating to employment and employment practices, including those relating to wages, hours, leaves of absence, collective bargaining, unemployment compensation, workers’ compensation, equal employment opportunity, age and disability discrimination, whistleblower and other retaliation protecting immigration compliance and control, employee classification, information privacy and security, payment and withholding of Taxes, and continuation coverage with respect to group health plans except where the failure to so comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with any Governmental Authority relating to employees or employment practices. Neither the Company nor any of its Subsidiaries has received since January 1, 2014 a claim from any Governmental Authority or Third Party to the effect that the Company or any Subsidiary has misclassified, and the Company and its Subsidiaries have not misclassified, any Person as (i) an independent contractor rather than as an employee or (ii) an employee exempt from state, federal, provincial or other applicable overtime regulations, except where misclassification of such Person has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company 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 or labor organization (a “Collective Bargaining Agreement”). Neither the Company 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 or labor organization nor is there pending or, to the knowledge of the Company, threatened, any labor strike, dispute or lockout involving the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries, and there is no unfair labor practice complaint or grievance against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state agency pending or, to the knowledge of the Company, threatened in writing with respect to employees of the Company or its Subsidiaries. (c) The Company and its Subsidiaries are in compliance with all Applicable Laws relating to worker health and safety, except where the failure to so comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Since January 1, 2014, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”)), or (ii) a “mass layoff” (as defined in the WARN Act); nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign Law or regulation similar to the WARN Act.

Labor and Employment. (a) The Company and the Subsidiaries There are in compliance with all Applicable Laws relating to employment and employment no labor agreements, collective bargaining agreements, work rules or practices, including those relating or any other labor-related agreements or arrangements with any labor union, labor organization, trade union or works council to wages, hours, leaves of absence, collective bargaining, unemployment compensation, workers’ compensation, equal employment opportunity, age and disability discrimination, whistleblower and other retaliation protecting immigration compliance and control, employee classification, information privacy and security, payment and withholding of Taxes, and continuation coverage with respect to group health plans except where the failure to so comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither which the Company nor or any of its Subsidiaries is a party toor bound or covering employees of the Company or any of its Subsidiaries. To the Knowledge of the Company, no union organizing campaign with respect to the employees of the Company or otherwise bound byany of its Subsidiaries is threatened or underway, no labor union, labor organization, trade union, works council or group of employees of the Company or any consent decree of the Company's Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any similar state or foreign Governmental Authority Entity. (i) There is no unfair labor practice charge or complaint against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any similar state or foreign Governmental Entity, (ii) there is no charge with respect to or relating to employees the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices. Neither practices and (iii) neither the Company nor any of its Subsidiaries has received since January 1notice of any complaint, 2014 a claim from lawsuit or other proceeding pending or threatened in any Governmental Authority forum by or Third Party on behalf of any present or former employee of such entities, any applicant for employment, or classes of the foregoing, alleging breach of any express or implied contract of employment, any Applicable Law governing the employment relationship or the termination thereof, except for such exceptions to the effect that the Company or any Subsidiary has misclassified, and the Company and its Subsidiaries have not misclassified, any Person as foregoing clauses (i) an independent contractor rather than as an employee or through (iiiii) an employee exempt from state, federal, provincial or other applicable overtime regulations, except where misclassification of such Person has not had, and would not reasonably be expected to havewhich, individually or in the aggregate, (x) would not reasonably be expected to have a Company Material Adverse Effect. Effect and (by) Neither would not, individually or in the Company nor any aggregate, reasonably be expected to prevent or materially delay the performance 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 or labor organization (a “Collective Bargaining Agreement”). Neither the Company 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 or labor organization nor is there pending or, to the knowledge of the Company, threatened, any labor strike, dispute or lockout involving this Agreement by the Company or any of its Subsidiaries. Neither materially impair the Company nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries, and there is no unfair labor practice complaint or grievance against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state agency pending or, to the knowledge of the Company, threatened in writing with respect to employees ability of the Company or its Subsidiariesto take any action necessary to consummate the Merger. (c) The Company and its Subsidiaries are in compliance with all Applicable Laws relating to respecting employment and employment practices, terms and conditions of employment (including termination of employment), wages, hours of work, occupational safety and health, and worker health classification, and safetyare not engaged in any unfair labor practices, including the Fair Labor Standards Act, the Immigration Control and Reform Act, 42 U.S.C. Sec. 1981, 42 U.S.C. Sec. 1985 and Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Health Insurance Portability Protection Act, the whistleblower provisions of Sxxxxxxx-Xxxxx, the Occupational Safety and Health Act, except where the failure for failures to so comply has not had, and be in compliance or such practices which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice of the intent of any Governmental Entity responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to employees and, to the Knowledge of the Company, no such investigation is in progress, in each case, which would reasonably be expected to have a Company Material Adverse Effect. (d) Since January 1To the Knowledge of the Company, 2014, neither no officer of the Company nor or any of its Subsidiaries has is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, noncompetition agreement or other written obligation to a former employer of any such officer relating to (i) the right of any such employee to be employed by the Company or any of its Subsidiaries, or (ii) the knowledge or use of Trade Secrets or proprietary information. (e) As of the date hereof, within the last three (3) years, the Company and the Company's Subsidiaries have not effectuated (i) a “"plant closing” (as defined in the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”)), or (ii) a “mass layoff” " (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 the Company or any of the Company's Subsidiaries or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of the Company's Subsidiaries; nor has the Company or any of its the Company's Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any state, similar state or local or foreign Law or regulation similar to the WARN Actlaw.

Labor and Employment. (a) The Public Company has made available to Merger Partner a true and correct list of all current Public Company Employees as of the date of this Agreement. Each such current Public Company Employee is retained at-will and none of such current Public Company Employees is a party to a written employment agreement or contract with Public Company or any of its Subsidiaries are contradicting their at-will employment. Each current Public Company Employee has entered into Public Company’s or such Subsidiary’s standard form of confidentiality, non-competition and assignment of inventions agreement, a copy of which has previously been delivered to Merger Partner. All of the agreements referenced in compliance the preceding sentence will continue to be in full force and effect immediately following the Closing in accordance with all Applicable Laws relating the terms thereof as in effect immediately prior to the Closing. (b) Since January 1, 2020, neither Public Company nor any Subsidiary of Public Company has breached or violated any (i) applicable Law respecting employment and employment practices, including those relating to wages, terms and conditions of employment and wages and hours, leaves of absenceincluding any such Law respecting employment discrimination, collective bargaining, unemployment compensationemployee classification (for overtime purposes or as employee versus independent contractor), workers’ compensation, equal family and medical leave, the Immigration Reform and Control Act and occupational safety and health requirements, or (ii) employment opportunityor other individual service provider agreement, age and disability discrimination, whistleblower and other retaliation protecting immigration compliance and control, employee classification, information privacy and security, payment and withholding of Taxes, and continuation coverage with respect to group health plans in each case except where the failure to so comply has not had, and as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material to Public Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. As of the date hereof, no material claims, controversies, investigations, audits or other Legal Proceedings are pending or, to the Knowledge of Public Company, threatened, with respect to such Laws or agreements, either by private Persons or by Governmental Entities. (c) Neither the Public Company nor any Subsidiary of Public Company is a party to or bound by any collective bargaining agreement, nor has either of them experienced any actual or, to the Knowledge of Public Company, threatened strikes, grievances, claims of unfair labor practices or other collective bargaining disputes. Public Company has no Knowledge of any material organizational effort made or threatened (including the filing of a petition for certification) either currently or within the past two (2) years, by or on behalf of any labor union with respect to Public Company Employees. (d) Public Company has made available to Merger Partner a true and correct list of all consultants and independent contractors as of the date of this Agreement engaged by or for the benefit of Public Company or its Subsidiaries. Each such consultant or independent contractor is or was a party to a written agreement or contract with Public Company or its Subsidiaries. Public Company and its Subsidiaries have not incurred, and, to the Knowledge of Public Company, no circumstances exist under which Public Company and its Subsidiaries could reasonably be expected to incur, any material liability arising from the misclassification of employees as consultants or independent contractors, or from the misclassification of consultants or independent contractors as employees. Each such consultant and independent contractor has entered into Public Company’s standard form of confidentiality and assignment of inventions agreement with Public Company, a copy of which has previously been made available to Merger Partner. (e) As of the date hereof, no charges or complaints are open and pending against Public Company or any of its Subsidiaries is a party towith the Equal Employment Opportunity Commission, the OFCCP, or otherwise bound bysimilar Governmental Entity or pursuant to internal complaint procedures, and, to the Knowledge of Public Company, as of the date hereof no current or former employee of Public Company or any consent decree of its Subsidiaries has made, during the last twelve (12) months, an oral or, during the last three years, a written complaint of discrimination, retaliation or other similar wrongdoing. True, correct and complete information regarding any closed charges or complaints filed since December 31, 2020 through the date of this Agreement with any the Equal Employment Opportunity Commission, the OFCCP or similar Governmental Authority relating Entity (or, with respect to employees discrimination, retaliation, or employment practices. Neither the similar wrongdoing, pursuant to internal complaint procedures) has been made available to Merger Partner. (f) Since January 1, 2020, neither Public Company nor any of its Subsidiaries has received since January 1, 2014 a claim from any Governmental Authority or Third Party to the effect that the Company or any Subsidiary has misclassified, and the Company and its Subsidiaries have not misclassified, any Person as caused (i) an independent contractor rather than a plant closing as an employee or (ii) an employee exempt from state, federal, provincial or other applicable overtime regulations, except where misclassification of such Person has not had, and would not reasonably be expected to have, individually or defined in the aggregate, a Company Material Adverse Effect. (b) Neither the Company nor WARN Act affecting any site of its Subsidiaries is a party to, employment or otherwise bound by, one or more operating units within any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization (a “Collective Bargaining Agreement”). Neither the Company nor any site 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 or labor organization nor is there pending or, to the knowledge employment of the Company, threatened, any labor strike, dispute or lockout involving the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries, and there is no unfair labor practice complaint or grievance against the Public Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state agency pending or, to the knowledge of the Company, threatened in writing with respect to employees of the Company or its Subsidiaries. (c) The Company and its Subsidiaries are in compliance with all Applicable Laws relating to worker health and safety, except where the failure to so comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Since January 1, 2014, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”)), or (ii) a “mass layoff” (layoff as defined in the WARN Act); , nor has the Public Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any statesimilar foreign, state or local or foreign Law or regulation similar to the WARN ActLaw.

Labor and Employment. (a) The Except as could not reasonably be expected to result (whether individually or in the aggregate) in a Company Material Adverse Effect, (i) there is no unfair labor practice charge or complaint pending by or before any applicable Governmental Authority relating to the Company or any of its Subsidiaries or any employee or other service provider thereof; (ii) there is no labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iii) none of the Company nor any of its Subsidiaries has experienced any strike, slowdown or work stoppage, lockout or other collective labor action by or with respect to its employees; (iv) there is no representation claim or petition pending by or before any applicable Governmental Authority; and (v) there are no charges with respect to or relating to the Company or any of its Subsidiaries pending by or before any applicable Governmental Authority responsible for the prevention of unlawful employment practices. (b) Except as could not reasonably be expected to result (whether individually or in the aggregate) in a Company Material Adverse Effect, each of the Company and the its Subsidiaries are is and has been in compliance with all Applicable applicable Laws relating to employment and employment practicesof labor, including those all applicable Laws relating to wages, hours, leaves of absenceovertime, collective bargaining, unemployment compensationemployment discrimination, immigration, civil rights, safety and health, workers’ compensation, equal employment opportunitypay equity, age classification of employees and disability discrimination, whistleblower and other retaliation protecting immigration compliance and control, employee classification, information privacy and security, payment and withholding of Taxesindependent contractors, and continuation coverage with the collection and payment of withholding and/or social security Taxes. (c) To the Knowledge of the Company, no key employee or former key employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any nondisclosure agreement, statutory nondisclosure obligation, non-competition agreement or other restrictive covenants to group health plans except where the failure to so comply has not hadCompany or any of its Subsidiaries, and would as applicable. (d) Except as could not reasonably be expected to have, result (whether individually or in the aggregate, ) in a Company Material Adverse Effect. Neither , none of the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with any Governmental Authority relating delinquent in payment to employees or employment practices. Neither the Company nor any of its Subsidiaries has received since January 1current or former directors, 2014 a claim from any Governmental Authority or Third Party to the effect that the Company or any Subsidiary has misclassifiedofficers, and the Company and its Subsidiaries have not misclassifiedemployees, any Person as (i) an independent contractor rather than as an employee or (ii) an employee exempt from state, federal, provincial consultants or other applicable overtime regulationsservice providers for any wages, except where misclassification fees, salaries, commissions, bonuses, or other direct compensation for service performed by them or amounts required to be reimbursed to such directors, officers, employees, consultants and other service providers or in payments owned upon any termination of such Person has not had, and would not reasonably be expected to have, individually person’s employment or in the aggregate, a Company Material Adverse Effectservice. (be) Neither The execution of this Agreement and the Company nor consummation of the transactions contemplated by this Agreement will not result in any breach or other violation 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 labor-related agreement or labor organization (a “Collective Bargaining Agreement”). Neither the Company nor arrangement that pertains to 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 or labor organization nor is there pending or, to the knowledge employees of the Company, threatened, any labor strike, dispute or lockout involving the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged in any unfair labor practice with respect to any Persons employed by or otherwise performing services primarily for the Company or any of its Subsidiaries, and there is no unfair labor practice complaint or grievance against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable state agency pending or, to the knowledge of the Company, threatened in writing with respect to employees of the Company or its Subsidiaries. (c) The Company and its Subsidiaries are in compliance with all Applicable Laws relating to worker health and safety, except where the failure to so comply has not had, and would not that could reasonably be expected to have, result (whether individually or in the aggregate, ) in a Company Material Adverse Effect. (d) Since January 1, 2014, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”)), or (ii) a “mass layoff” (as defined in the WARN Act); nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any state, local or foreign Law or regulation similar to the WARN Act.