Common use of Labor Matters Clause in Contracts

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of the date of this Agreement: (i) Except as set forth in Section 5.1(o)(i4.14 of the Disclosure Letter: (a) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases pending or, to the knowledge of the Company Disclosure Letter is a listing Parties, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of each of the collective bargaining agreements or other material contracts or agreements with any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees to which is pending or threatened against any of the Company Acquired Companies or any of its Subsidiary is a party; third party which manages or operates any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure LetterProperties or Space Leases with respect to the employees at such Properties or Space Leases; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries (e) no grievance is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees knowledge of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the CompanyParties, threatened against any of the Company Acquired Companies or any third party which manages or operates any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed Properties or Space Leases with the SEC prior respect to the date employees at such Properties or Space Leases; and (f) none of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company Acquired Companies or any third party which manages or operates any of its Subsidiaries), or, the Properties or Space Leases with respect to the Knowledge of the Companyemployees at such Properties or Space Leases, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with with, or citation by, any Governmental Entity Body relating to employees or employment practices practices. Except as set forth in Section 4.14 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating related to employment, employee training and/or employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply practices that are not, individually or in subject to any repayment obligation on the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes part of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyany Acquired Company.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i) To the knowledge of the Company Disclosure Letter Company, there is a listing no organizational effort currently being made or threatened on behalf of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative to organize the employees of employees to which the Company or any of its Subsidiaries, nor a demand for recognition of any of the employees of the Company or any of its Subsidiaries on behalf of any labor organization within the last two (2) years; nor is the Company or any of its Subsidiaries the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice within the meaning of the National Labor Relations Act or seeking to compel it to bargain with any labor organization; nor is there pending or, to the knowledge of the Company, threatened, nor has there been for the past two (2) years, any labor strike, picketing, walk-out, work stoppage or lockout involving the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary is presently, nor has been in the past a party; party to, or bound by, any collective bargaining agreement or union contract with respect to Employees, and no such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) currently being negotiated. The consummation of the Company Disclosure Letter; Merger and the Company and its Subsidiaries are in compliance with each of such the other transactions contemplated by this Agreement will not entitle any third party (including any labor organization) to any payments under any collective bargaining agreements agreement or other material contracts or agreements union contract with any labor organization or other representative of employees respect to Employees to which the Company or any of its Subsidiaries is a party except those failures or by which any of them are otherwise bound. (ii) The Company and its Subsidiaries (i) are in compliance in all material respects with all applicable federal, state and local laws, rules and regulations (domestic and foreign) respecting employment, overtime pay and wages and hours, in each case, with respect to their employees; (ii) have withheld all material amounts required by law or by agreement to be withheld from the wages, salaries and other payment to their employees; and (iii) are not liable for or in arrears with respect to material wages or any material taxes or any penalty for failure to comply that are notwith any of the foregoing except, individually or in each case, to the aggregate, extent as is not reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;. (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither Neither the Company nor any of its Subsidiaries is has classified any individual as an “independent contractor” or similar status who, according to a party toBenefit Plan or applicable law, should have been classified as an employee or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applysimilar status.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(iExcept as disclosed on Schedule 4(t): (A) of neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with nor any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; party to any such agreement labor or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements agreement with any labor organization or other representative respect to its employees; no employees of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually represented by any labor organization; no labor organization or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number group of employees of the Company covered by each or any of such agreements its Subsidiaries has made a pending demand for recognition or certification to the Company or any of its Subsidiaries; and their classifications thereunder (including there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the location for classifications that are not knowledge of the Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge , threatened, to be brought or filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no other labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against relations tribunal involving the Company or any of its Subsidiaries; (ivB) except as disclosed in the Company Reports filed with the SEC prior there are no strikes, lockouts, work stoppages or slowdowns pending or, to the date knowledge of this Agreementthe Company, no union certification threatened against or decertification petition has been filed (with service of process having been made on involving the Company or any of its Subsidiaries); (C) there are no unfair labor practice charges, or, arbitrations or grievances pending or threatened in writing against or involving the Company or any of its Subsidiaries relating to the Knowledge employment or termination of the Company, threatened (or pending without service employment of process having been made on any individual by the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (vD) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee andthere are no complaints, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding charges or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), claims against the Company or any of its Subsidiaries related pending or, to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices knowledge of the Company or any of its Subsidiaries except those consent decrees that are notSubsidiaries, individually threatened in writing to be brought or in filed with any Governmental Entity based on or arising out of the aggregate, reasonably likely to have a employment by the Company Material Adverse Effect; andof any employee; (viiE) the Company and each of its Subsidiaries is in compliance in all material respects with all applicable agreements, contracts and policies laws relating to employmentthe employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes; and (F) none of the Company or any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in Section 5.1(o)(i3.21(a) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(oSchedule, (i) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each all applicable laws respecting employment and employment practices, terms and conditions of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which employment, health and safety, and wages and hours; (ii) neither the Company or nor any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing received written notice of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice any charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any of their employees except those proceedings that are not, individually other government agency or in the aggregate, reasonably likely to have a Company Material Adverse Effect; court or other tribunal regarding an unlawful employment practice; (viiii) neither the Company nor any of its Subsidiaries is a party toto any collective bargaining agreement and there is no labor strike, slowdown or is otherwise bound bystoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any consent decree with of its Subsidiaries; (iv) neither the Company nor any Governmental Entity relating to of its Subsidiaries has received notice that any representation petition respecting the employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are notno complaints, individually lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in the aggregate, reasonably likely to have a Company Material Adverse Effectprogress; and (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and each complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto. (b) The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification Act ("WARN") or similar state statute. Except as set forth in Section 3.21(b) of the Disclosure Schedule, none of the employees of the Company or any of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety-day period prior to the execution of this Agreement. (c) Neither the Company nor any of its Subsidiaries is in compliance with all applicable agreementsbound by any contract, contracts and policies relating arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to employment, employment practices, wages, hours and terms and conditions of terminate the employment of the any of its employees except those failures to comply that are not, individually at any time without payment or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother liability.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is party to, bound by, or in the process of negotiating a party except those failures collective bargaining agreement, work rules or practices or similar labor-related agreement with any labor union, labor organization or works council. Except for such matters which have not had or would not reasonably be expected to comply that are nothave, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing , (i) as of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that date hereof, there are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed pending strikes or lockouts with the National Labor Relations Board or complaint pending or, respect to the Knowledge of the Company, threatened, with regard to any employees of the Company or any of its Subsidiaries (“Employees”), (ii) to the Knowledge of the Company, as of the date hereof, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no unfair labor strikepractice, material slowdown, material work stoppage labor dispute or other material labor controversy in effect arbitration proceeding pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries; , (iv) except as disclosed in the Company Reports filed with the SEC prior to of the date of this Agreementhereof, there is no union certification slowdown, or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), work stoppage pending or, to the Knowledge of the Company’s Knowledge, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries)with respect to Employees, that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; and (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of and its Subsidiaries related are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Except for such matters which have not had or would not reasonably be expected to any of their employees except those proceedings that are nothave, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) , neither the Company nor any of its Subsidiaries is has any liabilities under the Worker Adjustment and Retraining Act of 1998. Except for such matters which have not had and would not reasonably be expected to have, individually or in the aggregate, a party toCompany Material Adverse Effect, each individual who renders or is otherwise bound by, any consent decree with any Governmental Entity relating has rendered services to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually and who is not or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) has not been classified by the Company and each or any of its Subsidiaries is in compliance with as an employee and paid on one of their respective payrolls has, to the Company’s Knowledge, at all applicable agreements, contracts and policies relating times been properly characterized as to employment, employment practices, wages, hours and terms and conditions his or her relationship to the Company or any of employment of its Subsidiaries to the employees except those failures extent that any erroneous classification would not reasonably be anticipated to comply that are not, individually or result in the aggregatefailure to satisfy any qualification requirement with respect to any Company Benefit Plan, reasonably likely a violation of ERISA, the imposition of penalties or excise taxes with respect to have a any Company Material Adverse Effect. Solely for purposes Benefit Plan, or result in any other liability to the Company or any of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyits Subsidiaries.

Labor Matters. As of the date of this Agreement(i) Except as disclosed on Schedule 2.18: (i) set forth in Section 5.1(o)(i) neither of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or Companies nor any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its their respective Subsidiaries is a party except those failures to comply that are not, individually any labor or in the aggregate, reasonably likely collective bargaining agreement with respect to have a Company Material Adverse Effectits employees; the Company has made available to Parent a listing no employees of either of the number Companies or any of their respective Subsidiaries are represented by any labor organization; no labor organization or group of employees of either of the Company covered by Companies or any of their respective Subsidiaries has made a pending demand for recognition or certification to either of the Companies or any of their respective Subsidiaries; and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge , threatened, to be brought or filed with the National Labor Relations Board or complaint other labor relations tribunal involving either of the Companies or any of their respective Subsidiaries; (ii) there are no strikes, lockouts, work stoppages or slowdowns pending or, to the Knowledge knowledge of each of the CompanyCompanies, threatened, with regard to employees threatened against or involving either of the Company Companies or any of its their respective Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is are no unfair labor strikepractice charges, material slowdown, material work stoppage arbitrations or other material labor controversy grievances pending or threatened in effect or, to the Knowledge writing against or involving either of the Company, threatened against the Company Companies or any of its their respective Subsidiaries relating to the employment or termination of employment of any individual by either of the Companies or any of their respective Subsidiaries; (iv) except as disclosed in there are no complaints, charges or claims against either of the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company Companies or any of its Subsidiaries), their respective Subsidiaries pending or, to the Knowledge knowledge of each of the Company, threatened (or pending without service of process having been made on the Company Companies or any of its their respective Subsidiaries), that relates threatened in writing to employees be brought or filed with any Governmental Entity based on or arising out of the Company or employment by the Companies of any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 monthsemployee; (v) Section 5.1(o)(v) the Companies and each of the Company Disclosure Letter sets forth their respective Subsidiaries are in compliance in all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (material respects with service of process having been made on the Company or any of its Subsidiaries), or, all laws relating to the Knowledge employment of labor, including all such Laws relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the Company, threatened (or pending without service collection and payment of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;withholding and/or Social Security Taxes and similar Taxes; and (vi) neither none of the Company nor Companies or any of its their respective Subsidiaries is a party to, or is otherwise bound by, any consent decree with with, or citation by, any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of the date of this Agreement: (i) Except as set forth in Section 5.1(o)(i) 4.18 of the Company Disclosure Letter is a listing of each Letter: (a) none of the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases, are party to, or bound by, any collective bargaining agreements agreement, contract or other material contracts agreement or agreements understanding with a labor union or labor organization; nor is any application for certification with respect to a union-organizing campaign outstanding; nor has any request for recognition by a labor union or labor organization been made to any of the Acquired Companies or, to the knowledge of the Acquired Companies, to the Minority JV Entities or to any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases; (b) none of the Acquired Companies and, to the knowledge of the Acquired Companies, the Minority JV Entities or any third party which manages or operates any of the Properties or Space Leases with respect to the employees at such Properties or Space Leases is the subject of any Legal Proceeding asserting that any of the Acquired Companies, the Minority JV Entities or such third parties has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (c) there is no strike, work stoppage or other labor dispute involving any of the Acquired Companies, affecting any of the Properties or Space Leases or, to the knowledge of the Acquired Companies, involving any of the Minority JV Entities, pending or, to the knowledge of the Acquired Companies, threatened; (d) no complaint, charge or Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of its employees is pending or threatened against any of the Acquired Companies or, to which the Company knowledge of the Acquired Companies, against the Minority JV Entities or any of its Subsidiary is a party; third party which manages or operates any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure LetterProperties or Space Leases with respect to the employees at such Properties or Space Leases; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries (e) no grievance is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge knowledge of the CompanyAcquired Companies, threatened, with regard to employees threatened against any of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect Acquired Companies or, to the Knowledge knowledge of the CompanyAcquired Companies, threatened against the Company Minority JV Entities or any third party which manages or operates any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed Properties or Space Leases with the SEC prior respect to the date employees at such Properties or Space Leases; and (f) none of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), Acquired Companies or, to the Knowledge knowledge of the CompanyAcquired Companies, threatened (or pending without service of process having been made on the Company Minority JV Entities or any of its Subsidiaries), that relates to employees third party which manages or operates any of the Company Properties or any of its Subsidiaries and, Space Leases with respect to the Knowledge of the Companyemployees at such Properties or Space Leases, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with with, or citation by, any Governmental Entity Body relating to employees or employment practices practices. Except as set forth in Section 4.18 of the Disclosure Letter, there are no grants or subsidies from any Governmental Body to any Acquired Company or or, to the knowledge of the Acquired Companies, any of its Subsidiaries except those consent decrees that are notMinority JV Entity, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating related to employment, employee training and/or employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply practices that are not, individually or in subject to any repayment obligation on the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes part of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyany Acquired Company.

Labor Matters. As Since its inception, OVT, has not experienced any slowdown, work interruption, strike, or work stoppage by employees of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter OVT. OVT is not a listing of each of the party to nor does OVT have any obligation pursuant to any collective bargaining agreements agreement, nor is OVT obligated under any agreement to recognize or other material contracts or agreements bargain with any labor organization or other representative union on behalf of employees to which the Company or such employees. Neither OVT nor any of its Subsidiary officers, directors, or employees has been charged or, to OVT's knowledge, threatened with the charge of any unfair labor practice. After reasonable investigation, neither OVT nor Sellers is a party; aware that any such agreement significant employee or consultant of OVT is obligated under any contract or contract other agreement, or subject to any judgment, decree, or order of any court or administrative agency, that covers more than one state is specifically identified as would conflict with the obligation of such in Section 5.1(oEmployee or consultant to use best efforts to promote the interests of OVT. To the knowledge of OVT and Sellers no third party has claimed or has reason to claim that any person employed by or affiliated with OVT has (i) violated or may be violating any of the Company Disclosure Letter; the Company terms or conditions of any employment, non-competition, or non-disclosure agreement between such employee and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notthird party, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board disclosed or complaint pending ormay be disclosing, to the Knowledge or utilized or may be utilizing, any trade secret or proprietary information or documentation of the Companysuch third party, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is interfered or may be interfering in the employment relationship between such third party and any of OVT present or former employees. No third party has requested information from OVT which suggests that such a claim might be contemplated. To the knowledge of OVT and Sellers no labor strikeperson employed by or affiliated with OVT has employed or proposes to employ any trade secret or any information or documentation proprietary to any former employer, material slowdown, material work stoppage or other material labor controversy in effect or, and to the Knowledge knowledge of OVT and Sellers no person employed by or affiliated with OVT has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture, or sale of any product or proposed product, or the development or sale of any service or proposed service of OVT, and OVT has no reason to believe there will be any such employment or violation. To the knowledge of OVT and Sellers none of the Company, threatened against the Company execution or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date delivery of this Agreement, no union certification or decertification petition has been filed (with service of process having been made the carrying on the Company or any of its Subsidiaries), or, to the Knowledge of the Companybusiness of OVT by its officers, threatened (Employees, or pending without service of process having been made on agents, or the Company conduct or any of its Subsidiaries), that relates to employees proposed conduct of the Company business of OVT, will conflict with or any of its Subsidiaries and, to the Knowledge result in a breach of the Companyterms, no union authorization campaign has been conductedconditions, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out provisions of or constitute a default under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries)contract, or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party tocovenant, or instrument under which any such person is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyobligated.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in Section 5.1(o)(i3.21(a) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(oSchedule, (i) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each all applicable laws respecting employment and employment practices, terms and conditions of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which employment, health and safety, and wages and hours; (ii) neither the Company or nor any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing received written notice of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice any charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, or any of their employees except those proceedings that are not, individually other government agency or in the aggregate, reasonably likely to have a Company Material Adverse Effect; court or other tribunal regarding an unlawful employment practice; (viiii) neither the Company nor any of its Subsidiaries is a party toto any collective bargaining agreement and there is no labor strike, slowdown or is otherwise bound bystoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any consent decree with of its Subsidiaries; (iv) neither the Company nor any Governmental Entity relating to of its Subsidiaries has received notice that any representation petition respecting the employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that has been filed with the National Labor Relations Board, and, to the knowledge of the Company, there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries into one or more collective bargaining units; (v) there are notno complaints, individually lawsuits, arbitrations or other proceedings pending, or to the knowledge of the Company, threatened by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment; (vi) to the knowledge of the Company, no federal, state, or local agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in the aggregate, reasonably likely to have a Company Material Adverse Effectprogress; and (vii) there are no personnel arrangements, understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries other than those set forth in Section 3.21(a) of the Disclosure Schedule, true, correct and each complete copies of which have heretofore been delivered to Parent; and (viii) there are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as contemplated by Section 3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company or any Subsidiary thereto. (b) The Company and its Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Worker Adjustment and Retaining Notification Act ("WARN") or similar state statute. Except as set forth in Section 3.21(b) of the Disclosure Schedule, none of the employees of the Company or any of its Subsidiaries have suffered an "employment loss" (as defined in WARN) during the ninety (90)-day period prior to the execution of this Agreement. (c) Neither the Company nor any of its Subsidiaries is in compliance with all applicable agreementsbound by any contract, contracts and policies relating arrangement, understanding, policy, rule or procedure (whether written or oral) that restricts its ability to employment, employment practices, wages, hours and terms and conditions of terminate the employment of the any of its employees except those failures to comply that are not, individually at any time without payment or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother liability.

Labor Matters. (a) As of the date of this Agreement: hereof, (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements no work stoppage, slowdown, lockout, labor strike, arbitration or other material contracts or agreements with any labor organization or other representative of employees to which dispute against the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iiiii) there is no unfair labor strikepractice charges, material slowdown, material work stoppage grievances or other material labor controversy in effect complaints are pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of the Subsidiaries, (iii) neither the Company nor any of the Subsidiaries is delinquent in any material respect in payments to any of its Subsidiaries; employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be reimbursed to such employees, (iv) except as disclosed neither the Company nor any of the Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Company Reports filed ordinary course of business consistent with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiariespast practice), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees v) no employee of the Company or any of its Subsidiaries andthe Subsidiaries, at the executive officer level or above, has given notice to the Knowledge Company or any of the Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of the Subsidiaries, (vi) to the knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) employee of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge Subsidiaries is in any respect in violation of the Company, threatened any term of any (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, A) employment contract where such failure would be reasonably likely to have a Company Material Adverse Effect; , (viB) nondisclosure agreement, (C) common law nondisclosure obligations, (D) non-competition agreement, or (E) any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of the Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of the Subsidiaries or to the use of trade secrets or proprietary information of others, (vii) neither the Company nor any of its the Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity Body relating to employees or employment practices practices; (viii) the Company and each of the Subsidiaries are in material compliance with all applicable Law respecting labor and employment, including terms and conditions of employment, workers’ compensation, occupational safety and health requirements, immigration, plant closings and layoffs, wages and hours, employment discrimination, disability rights or benefits, equal opportunity, affirmative action, employee benefits, severance payments, labor relations, employee leave issues and unemployment insurance and related matters; and (ix) there are no complaints, charges or claims against the Company or any of the Subsidiaries pending with or, to the knowledge of the Company, threatened by any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment of any employees by the Company and or any of the Subsidiaries. (b) The execution of this Agreement and the Tender and Voting Agreement, and the consummation of the transactions contemplated hereby and thereby will not result in a material breach or other violation of any collective bargaining agreement or any other employment contract to which the Company or any of the Subsidiaries is a party. (c) Except as set forth in Schedule 3.27 of the Company Disclosure Letter, as of the date hereof, (i) neither the Company nor any of the Subsidiaries is a party to, or otherwise bound by, any collective bargaining agreement or any other agreement with a labor union, labor organization or works council, nor are any such agreements presently being negotiated; (ii) none of the employees of the Company or any of its the Subsidiaries except those consent decrees that are notis represented by any labor union, individually labor organization or works council in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) their capacities as employees of the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment or any of the Subsidiaries; (iii) no labor union, labor organization or works council or group of employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition Company or any of “the Subsidiaries has made a pending demand for recognition or certification to the Company Material Adverse Effect” shall not applyor any of the Subsidiaries, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; or (iv) to the knowledge of the Company, no labor union, labor organization or works council is seeking to organize any employees of the Company or any of the Subsidiaries.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in on Section 5.1(o)(i4.14(a) of the Company Disclosure Letter is a listing of each Letter, (i) none of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative employees of employees to which the Company or any of its Subsidiary Significant Subsidiaries is a party; any such agreement represented in his or contract or contract that covers more than one state is specifically identified her capacity as such in Section 5.1(o) an employee of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any Significant Subsidiary by any union or other labor organization, and (ii) neither the Company nor any Significant Subsidiary is, or has been during the two (2) year period preceding the date of its Subsidiaries is this Agreement, a party except those failures to, bound by, or subject to, any collective bargaining agreement or other similar agreement with any union or other labor organization. Except as would not have or reasonably be expected to comply that are nothave, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing , as of the number date of employees of the Company covered by each of such agreements and their classifications thereunder this Agreement, (including the location for classifications that are not Company-wide) organized by Subsidiary; (iii) there is no unfair labor practice charge filed are no, and have not been during the two (2)-year period preceding the date of this Agreement any, strikes, lockouts, concerted slowdowns, or work stoppages in effect with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard respect to employees of the Company or any of its Significant Subsidiaries, except those complaints that are not(ii) to the Knowledge of the Company, individually there is no, and has not been during the two (2) year period preceding the date of this Agreement, any, formal union organizing effort pending against the Company or in the aggregateany of its Significant Subsidiaries, reasonably likely to have a Company Material Adverse Effect; and (iii) there is no no, and has not been during the two (2) year period preceding the date of this Agreement, any, unfair labor strikepractice charge, material slowdown, material work stoppage labor dispute (other than routine grievances) or other material labor controversy in effect arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Significant Subsidiaries;. Neither the Company nor any of its Significant Subsidiaries has a requirement to bargain with any union or other labor organization. The Company and its Significant Subsidiaries have satisfied, in all material respects, any legal or contractual requirement to obtain consent from, or enter into any consultation procedure with, any labor or trade union, works council or other employee representative body to enter into this Agreement or to consummate any of the transactions contemplated hereby. (ivb) except Except as disclosed would not have or reasonably be expected to have, individually or in the aggregate, a Company Reports filed with Material Adverse Effect, neither the SEC prior Company nor any of its Significant Subsidiaries has received written notice during the past two (2) 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 laws to the date conduct an investigation of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries)Significant Subsidiaries with respect to such matters and, to the Knowledge of the Company, no such investigation is in progress or threatened. Except for such non-compliance as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Significant Subsidiaries are, and during the three (3) year period preceding the date of this Agreement have been, in compliance with all applicable Laws in respect of employment and employment practices, including terms and conditions of employment, wages and hours, Fair Labor Standards Act exempt/non-exempt classifications, and occupational safety and health, and classifications of service providers as employees and/or independent contractors. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no employment-related Actions pending or, to the Knowledge of the Company, threatened (or pending without service of process having been made on against the Company or any of its Significant Subsidiaries). (c) Neither the Company nor any of its Significant Subsidiaries has any liability under the Worker Adjustment and Retraining Notification Act of 1988 or any similar state, that relates local or other applicable laws related to employees plant closings, relocations, mass layoffs and employment losses as a result of any action taken by the Company or any of its Significant Subsidiaries andthat would have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not be material to the Company or any of its Significant Subsidiaries, from January 1, 2022, to the Knowledge of the Company, (i) no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) allegations of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding sexual harassment or arbitration proceeding arising out of other sexual misconduct or under any collective bargaining agreement is pending (with service of process having race discrimination have been made on by any current or former employee or independent contractor of the Company or any of its SubsidiariesSignificant Subsidiaries against any employee of the Company or its Significant Subsidiaries with the title of senior vice president or above through any formal human resources communication channels at the Company (including an anonymous employee hotline, if any), or(ii) there are no actions, suits, investigations or proceedings pending or threatened in writing related to the Knowledge any allegations made by any current or former employee or independent contractor of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), Significant Subsidiaries of sexual harassment or other sexual misconduct or race discrimination against any employee of the Company or any its Significant Subsidiaries with the title of its Subsidiaries related to any of their employees except those proceedings that are not, individually senior vice president or in the aggregate, reasonably likely to have a Company Material Adverse Effect; above and (viiii) neither the Company nor any of its Significant Subsidiaries is a party to, have entered into any settlement agreements related to allegations of sexual harassment or is otherwise bound by, other sexual misconduct or race discrimination made by any consent decree with any Governmental Entity relating to employees current or employment practices former employee or independent contractor of the Company or any of its Significant Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) against any employee of the Company and each with the title of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually senior vice president or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyabove.

Labor Matters. As of the date of this Agreement: (i) Except as set forth in Section 5.1(o)(i) 3.19 of the Company Disclosure Letter is a listing of each of Schedule: (a) Neither the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which Company, the Company or Parent nor any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its their Subsidiaries is a party except those failures to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company, the Parent or their Subsidiaries, nor are they under any current obligation to bargain with any bargaining agent on behalf of any such persons, nor, to the knowledge of the Company and the Parent, are there or have there been any organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company, the Parent or any of their Subsidiaries; (b) There are no controversies, strikes, slowdowns or work stoppages pending or, to the knowledge of the Company or the Parent after due inquiry, threatened between the Company, the Parent or any of their Subsidiaries, on the one hand, and any of their respective employees, on the other hand, and neither the Company nor the Parent has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) Neither the Company, the Parent nor any of their Subsidiaries has breached or otherwise failed to comply with the provisions of any collective bargaining or union Contract and, to the knowledge of the Company and the Parent, there are no grievances outstanding against the Company, the Parent or any of their Subsidiaries under any such contract that could have a Material Adverse Effect; (d) There are notno unfair labor practice complaints pending against the Company, the Parent or any of their Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving employees of the Company, the Parent or any of their Subsidiaries that could have a Material Adverse Effect; (e) The Company, the Parent and their Subsidiaries are currently in compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages (including the payment of overtime), hours, worker classifications (including proper classification of any independent contractors or consultants), collective bargaining, unemployment insurance, workers’ compensation, discrimination, record-keeping 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 Company, the Parent or their Subsidiaries and are not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (f) To the knowledge of the Company and the Parent, each employee of the Company or the Parent who is located in the United States and is not a United States citizen has all necessary approvals, authorizations and papers necessary to work in the United States in accordance with applicable Law; (g) Each of the Company, the Parent and their Subsidiaries has paid in full to all employees, or adequately reserved in accordance with the Company’s and the Parent’s historical accounting practices, policies and principles consistently applied, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees except to the extent as has not had, and would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (iih) there There is no unfair labor practice charge filed claim with the National Labor Relations Board respect to payment of wages, salary or complaint pending overtime pay that has been asserted or, to the Knowledge of the Company, threatened, with regard to employees knowledge of the Company or the Parent, is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company, the Parent or any of its Subsidiariestheir Subsidiaries except to the extent as has not had, except those complaints that are notand would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iiii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to As of the Knowledge of date hereof neither the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to Parent nor any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with with, or citation by, any Governmental Entity Authority relating to employees or employment practices practices; (j) There is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the knowledge of the Company or the Parent, threatened with respect to the Company or the Parent; (k) As of the date hereof there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, or any alleged violation of any privacy Laws, which has been asserted or, to the knowledge of the Company or the Parent, 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, the Parent or any of its their Subsidiaries except those consent decrees that are nothas employed or currently employs any person; (l) As of the date hereof, individually neither the Company, the Parent nor any of their Subsidiaries has received written notice of the intent of any federal, state, local or foreign Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company, the Parent or any of their Subsidiaries and no such investigation is in progress or has been conducted in the aggregate, reasonably likely to have a Company Material Adverse Effectpast; and (viim) the Company and each of its Subsidiaries is Except as set forth in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (CSection 3.19(m) of the definition Disclosure Schedule, as of “Company Material Adverse Effect” shall not applythe date hereof neither the Company, the Parent nor any of their Subsidiaries is aware that any officer or key employee intends to terminate employment with the Company, the Parent or their Subsidiaries, as applicable.

Labor Matters. As of the date of this Agreement: (a) Except as set forth in Schedule 3.15, (i) set forth in Section 5.1(o)(i) no employees of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company Xxxxx or any of its Subsidiaries is are represented by a party except those failures to comply that are notlabor union or organization, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage union or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition organization has been filed (with service certified or recognized as a representative of process having been made on the Company or any of its Subsidiaries)such employees, or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) and neither the Company Xxxxx nor any of its Subsidiaries is a party toto or has any obligation under any collective bargaining agreement or other labor union contract with any labor union or organization, or is otherwise bound by, has any consent decree obligation to recognize or deal with any Governmental Entity relating labor union or organization, and there are no such contracts pertaining to or which determine the terms or conditions of employment of any employee of Xxxxx or any of its Subsidiaries; (ii) there are no pending or threatened representation campaigns, elections or proceedings or questions concerning union representation involving any employees of Xxxxx or employment practices any of the Company its Subsidiaries; (iii) neither Xxxxx nor any of its Subsidiaries has any knowledge of any activities or efforts of any labor union or organization (or representatives thereof) to organize any employees of Xxxxx or any of its Subsidiaries, nor of any demands for recognition or collective bargaining, nor of any strikes, slowdowns, work stoppages or lock-outs of any kind, or threats thereof, by or with respect to any employees of Xxxxx or any of its Subsidiaries or any actual or claimed representatives thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs occurred during the 48-month period preceding the date hereof; (iv) neither Xxxxx nor any of its Subsidiaries has engaged in, admitted committing or been held in any administrative or judicial proceeding to have committed any unfair labor practice under the National Labor Relations Act, as amended; (v) neither Xxxxx nor any of its Subsidiaries is involved in any industrial or trade dispute or any dispute or negotiations regarding a claim of material importance with any labor union or organization; and (vi) there are no controversies, claims, demands or grievances of material importance pending or, so far as Xxxxx or any of its Subsidiaries is aware, threatened, between Xxxxx or any of its Subsidiaries and any of their respective employees or any actual or claimed representative thereof. (b) Schedule 3.15 (and the exhibits thereto) set forth all contracts and agreements, including, without limitation, employment agreements, consulting agreements, change in control agreements, independent contractor agreements, retainers and severance agreements under which Xxxxx or any of its Subsidiaries has any obligation to provide wages, salary, commissions or other compensation or remuneration (other than obligations to make current wage or salary payments terminable at will without notice) to or on behalf of any employee, former employee, consultant or contractor (or any designee, assignee or beneficiary thereof). A complete and correct copy of each written (and a complete and correct written description of each such oral) contract or agreement, has been delivered or made available to Buyer. (c) A true and correct statement of the names, current rates of base compensation and description of the formula for computing bonus compensation of all officers, directors and salaried non-union employees of Xxxxx and its Subsidiaries as of the date hereof, is set forth in Schedule 3.15. Except as set forth in Schedule 3.15, (i) Xxxxx and its Subsidiaries have no obligation (including an obligation for the payment of any fee, extraordinary bonus or "golden parachute" based upon the successful completion of the transactions contemplated hereunder) under any employment contract, severance agreement or other change in control plan, agreement or arrangement, or any other similar agreements, employment policies (including vacation and severance pay policies) or retirement or employee benefit plans, arrangements or understandings, written or otherwise, with any officer, director, employee or agent of Xxxxx or any Subsidiary and (ii) since January 1, 1998, Xxxxx and its Subsidiaries have (A) not paid or agreed to pay any bonuses or made or agreed to make any increase in the rate of wages, salaries or other compensation or remuneration of any of its officers, directors, consultants or employees (except those consent decrees that are notfor increases in accordance with written binding commitments, individually true, correct and complete copies of which have been previously delivered to Buyer, or in the aggregateaccordance with a past practice described in Schedule 3.15), reasonably likely or (B) become a party to have a Company Material Adverse Effect; andany employment contract or arrangement with any of its officers or employees providing for any new or additional bonuses, profit sharing payments, severance pay or retirement benefits or any other form of employee compensation or benefits. (viid) the Company Xxxxx and each of its Subsidiaries has at all times complied in all material respects and is in material compliance with all applicable agreementsfederal, contracts state and policies relating to local laws, rules and regulations respecting employment, employment practices, wages, hours hours, occupational health and terms safety, and conditions payment and withholding of taxes in connection with employment. Except as set forth in Schedule 3.15, there are no claims, complaints or legal or administrative proceedings pending or, so far as Xxxxx is aware, threatened, against Xxxxx or any of its Subsidiaries before any federal, state or municipal court or governmental agency, or any federal, state or municipal taxing authority involving or relating to any past or present employee(s) or applicant(s) for employment of Xxxxx or any of its Subsidiaries, or relating to any acts, omissions or practices of Xxxxx or any of its Subsidiaries relating to employment practices or occupational health and safety. Neither Xxxxx nor any of its Subsidiaries are party to or bound by any court or administrative order, judgment, decree or ruling of any kind respecting the employment practices or occupational health and safety of any employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes prospective employees of this subsection (o), clause (C) Xxxxx or any of the definition of “Company Material Adverse Effect” shall not applyits Subsidiaries.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the Schedule 5.30 identifies all collective bargaining agreements covering Employees of Sellers (collectively, the “Collective Bargaining Agreements”). The Company made available to Purchaser correct and complete copies of all such Collective Bargaining Agreements including any amendments or other supplements thereto or related agreements(including any side letter, supplemental agreement or memorandum of understanding that would materially alter a Collective Bargaining Agreement). The Company has informed Purchaser of all material contracts or agreements with any labor organization or other representative communications and current written proposals of employees to which the Company Sellers, or any union in all ongoing negotiations with representatives of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such unions representing any organized employee groups and all material matters on which any tentative agreements have been reached in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each course of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the negotiations. (b) The Company has made available to Parent Purchaser a listing true, correct and complete list of all employees (including inactive employees and employees on leave) and independent contractors of the number Sellers who are members of employees an organized labor unit or union covered by any of the Company covered by each of such agreements Collective Bargaining Agreements, their current respective positions or job classifications and their classifications thereunder current respective wage scales or salaries, as the case may be. (including c) Except as set forth in Schedule 5.30(c): (i) None of the location for classifications that Sellers has breached or otherwise failed to comply in any material respect with any provision of any Collective Bargaining Agreement or other labor union contract applicable to persons employed by Sellers (because of the transactions contemplated by this Agreement or otherwise), and there are not Company-wide) organized by Subsidiaryno material grievances outstanding against any Seller under any such agreement or contract; (ii) As of the date hereof, to the Knowledge of Sellers, there is no unfair labor practice charge filed with union organizing activity, petition or application pending before the National Labor Relations Board or complaint pending or, other labor relations boards or tribunals seeking certification or any change in certification of a labor union with respect to the Knowledge of the Company, threatened, with regard to any employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectSeller; (iii) As of the date hereof, there is no labor strike, material slowdown, material work stoppage stoppage, labor action or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries)lockout, or, to the Knowledge of the CompanySellers, threatened (express threat thereof, by or pending without service of process having been made on the Company or with respect to any of its Subsidiaries), that relates to employees of Sellers; and (iv) As of the Company or date hereof, no Sellers have received any written notice of its Subsidiaries andany, and to the Knowledge of the CompanySellers, there is no union authorization campaign has been conductedunfair labor practice or analogous complaint, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings application or claim against any Seller pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company Labor Relations Board or any similar board or agency or before any court of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company competent jurisdiction or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother forum.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except Except as set forth in Section 5.1(o)(v) of the Company Disclosure Letteron Schedule 2.12, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party toto any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries nor does the Company have knowledge of any activities or proceedings of any labor union to organize any such employees. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) there are no pending grievance or similar proceedings involving the Company or its Subsidiaries and any of its employees subject to a collective bargaining agreement or other labor union contract and (ii) there are no continuing obligations of the Company or its Subsidiaries pursuant to the resolution of any such proceeding that is otherwise bound byno longer pending. (b) To the knowledge of the Company, as of the date hereof, none of the officers of the Company or its Subsidiaries presently intends to terminate his or her employment with the Company. The Company and its Subsidiaries are in compliance in all material respects and, to the Company’s knowledge, each of its employees and consultants is in compliance in all material respects, with the terms of the respective employment and consulting agreements between the Company (or one of its Subsidiaries) and such individuals. (c) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries are in compliance with all Legal Requirements applicable to its employees, respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any consent decree arrears of wages or penalties with respect thereto, (ii) all amounts that the Company or any of its Subsidiaries is legally or contractually required either (x) to deduct from its employees’ salaries or to transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from its employees’ salaries and benefits and to pay to any Governmental Entity relating as required by applicable Legal Requirements have, in each case, been duly deducted, transferred, withheld and paid, and the Company and its Subsidiaries do not have any outstanding obligation to employees make any such deduction, transfer, withholding or payment, and (iii) there are no pending, or to the Company’s knowledge, threatened or reasonably anticipated claims or actions against the Company or any of its Subsidiaries by any employee in connection with such employee’s employment practices or termination of employment by the Company or any of its Subsidiaries. (d) Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, no employee or former employee of the Company or any of its Subsidiaries except those consent decrees is owed any wages, benefits or other compensation for past services that are nothas not yet been paid or reimbursed (other than wages, individually or benefits and compensation accrued in the aggregateordinary course of business during the current pay period and any accrued benefits for services, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all which by their terms or under applicable agreementslaw, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or payable in the aggregatefuture, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (osuch as accrued vacation, recreation leave and severance pay), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As (a) To their knowledge, none of the date of this Agreement: Group Companies has any material Liability for any past due wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses) to their current or former employees and independent contractors under applicable Law, Contract or company policy, or any fines, Taxes, interest, penalties or other sums for failure to pay or delinquency in paying such compensation in a timely manner. Since the Lookback Date, (i) set forth in Section 5.1(o)(i) none of the Group Companies has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company Disclosure Letter is a listing (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees Group Company, except as has not and would not reasonably be expected to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notresult in, individually or in the aggregate, reasonably likely material Liability to the Group Companies. (b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the transactions contemplated by this Agreement. (c) No Group Company Material Adverse Effect; is a party to or bound by any CBAs nor to the knowledge of the Company has made available is there any duty on the part of any Group Company to Parent bargain or consult with, or provide notice or information to, any labor organization, labor union, works council or other employee representative (each a listing “Union”) which is representing any employee of the number Group Companies, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. There are no CBAs or any other labor-related agreements or arrangements that pertain to any of the employees of the Group Companies; and no employees of any Group Company are represented by a Union. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. In the past five (5) years, no labor union, works council, other labor organization, or group of employees of the Company covered by each of such agreements Group Companies has made a demand for recognition, and their classifications thereunder (including the location for classifications that there are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge representation proceedings presently pending or threatened to be brought or filed with the National Labor Relations Board or complaint any other labor relations tribunal or authority. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of any Group Company. (d) To the knowledge of Company, the Group Companies are and for the last three years have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of I-9s for all employees and the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including WARN), COVID-19, workers’ compensation, labor relations, employee leave issues, and unemployment insurance. (e) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to any Group Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company. (f) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred within the past six (6) months or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to, arising out of or in connection with COVID-19. (g) To the Company’s knowledge, no executive officer or senior or management-level employee of any of the Group Companies has given notice of termination of employment or otherwise disclosed plans to terminate employment with any of the Group Companies within the twelve (12) month period following the date hereof. No officer, director, executive, employee, contractor or agent of the Group Companies has been accused in writing or, to the Knowledge Company’s knowledge, orally, of the Companyany sexual harassment, threatenedsexual assault, with regard to employees of the Company other similar misconduct or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage sexual discrimination or other material labor controversy discrimination, retaliation or related policy violation allegation in effect or, to the Knowledge of the Company, threatened against the Company connection with his or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed her employment or engagement with the SEC prior to Group Companies or otherwise during the date of this Agreement, no union certification or decertification petition has been filed last five (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v5) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyyears.

Labor Matters. As of the date of this Agreement: (a) Except (i) as set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o3.18(a) of the Company Disclosure Letter; the Company , and its Subsidiaries are in compliance (ii) with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees respect to which the Company or any of its Subsidiaries is a party except those failures to comply that are clauses (B)-(F), as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect; material impact on the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, taken as a whole: (A) except those complaints for national or sectoral Collective Bargaining Agreements and related extension orders (‘tzavei harchava’) that are notapplicable to all employees in Israel, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to any Contract or arrangement between or applying to, one or is otherwise bound bymore employees and a union, any consent decree trade union or works council, group of employees or employee representative body, for collective bargaining with respect to their respective employees with any Governmental Entity relating labor organization, union, group, association, works council or employee representative body (“Collective Bargaining Agreements”) and no such agreement is, to the knowledge of the Company, presently being negotiated, (B) there are no pending demands provided in writing to the Company or any of its Subsidiaries for recognition, or certifications or proceedings or, to the knowledge of the Company, threatened or reasonably anticipated to be brought or filed against the Company or any of its Subsidiaries by or on behalf of any works council, union, trade union, or labor-relations organization or entity (“Labor Organization”) to organize employees or employment practices of the Company or any of its Subsidiaries, (C) there are no pending lockouts, strikes, slowdowns, work stoppages, concerted refusals to work overtime or other similar labor activity or dispute or, to the knowledge of the Company, threats thereof by any employees of the Company or any of its Subsidiaries, (D) neither the Company nor any of its Subsidiaries has committed any unfair labor practice in connection with the operation of their respective businesses and there is no charge, complaint or other action against the Company or any of its Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity pending, or to the knowledge of the Company, threatened, (E) the Company and its Subsidiaries have not entered into or are subject to, and no employees in Israel benefit from, any extension order (tzavei harchava), except those consent decrees that for extension orders which generally apply to all employees in Israel or to all employees in the general area of business of the Company or any of its Subsidiaries, and (F) neither the Company nor any of its Subsidiaries has paid, or has been required or requested in writing to pay, any payment (including professional organizational handling charges) to any employers’ association or organization. (b) Except where failure to comply would not individually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are in compliance and since January 1, 2017 (i) have complied with Applicable Laws and Orders relating to employment and employment practices, including all Laws relating to labor relations, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), tax withholding, prohibited discrimination, equal employment opportunities, fair employment practices, meal and rest periods, immigration status, harassment (including sexual harassment), retaliation, reasonable accommodation, disability rights or benefits employee safety and health, wages and overtime compensation, child labor, family and medical leave, workers’ compensation, leaves of absence, WARN, unemployment insurance, obligations to provide statutory severance pay under the Israeli Severance Pay Law, 1963 and vacation days pursuant to the Israeli Annual Leave Law, 1951, pension benefits and other compensation matters and terms and conditions of employment related to Israeli Employees, including the Minimum Wage Law, 1987, the Foreign Employees Law, 1991, The Law for Increased Enforcement of Labor Laws, 2011, the Prior Notice to the Employee Law, 2002, the Notice to Employee and to Candidate (Employment Terms and Screening and Acceptance to Work Proceedings) Law, 2002, the Prevention of Sexual Harassment Law, 1998, and The Employment by Human Resource Contractors Law, 1996, and in each case, with respect to employees of the Company and its Subsidiaries; and (ii) are not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing; and (iii) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity, 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). Each of the Company and its Subsidiaries has withheld and reported all fringe benefits amounts required by Applicable Law or by Contract to be withheld and reported with respect to provident funds (including pension arrangement), except as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect; and (vii) result in material Liability to the Company and each its Subsidiaries, taken as a whole. (i) The Company’s and its Subsidiaries’ obligations to provide statutory severance pay to its employees located in Israel or subject to the Israeli Law (the “Israeli Employees”) pursuant to the Israeli Severance Pay Law, 1963 are fully funded in accordance with Section 14 under the Israeli Severance Pay Law, 1963 (“Section 14 Arrangement”) or are otherwise accrued or reserved for, from the commencement date of the employee’s employment and on the basis of the employee’s entire base salary, (ii) the Company’s and its Subsidiaries’ obligations to provide vacation and recuperation pursuant to any Applicable Law and any personal employment agreement have been satisfied or have been fully accrued on the Company’s financial statements, and (iii) neither the Company nor any of its Subsidiaries is has any unsatisfied obligations to any of its former employees other than as reflected in the Financial Statements and such employees’ termination was effected in compliance with all applicable agreementsApplicable Laws and Contracts, contracts and policies relating to employmentin each case, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are as would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes Effect on the Company. (d) Within the last three (3) months, there has not been any (i) plant closing (as defined in WARN) affecting any site of this subsection employment or one or more operating units within any site of employment of the Company or any Subsidiary or (oii) a mass layoff (as defined in WARN), clause nor has the 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 similar foreign, state or local Law. No employee of the Company or any of its Subsidiaries at a U.S. facility with sufficient numbers of employees to be covered by WARN has suffered an employment loss (Cas defined in WARN), within the 90-day period ending on the Closing Date. (i) Any individual who performs services for the Company in the United States, and who is not treated as an employee for U.S. federal income tax purposes by the Company, is not treated as an employee for Employee Plan purposes, and (ii) the Company has no material Liability by reason of an individual who performs or performed services for the Company in the United States in any capacity being improperly excluded from participating in an Employee Plan. (f) The Company has made available to Parent a list of each employee of the Company or of a Subsidiary as of the date hereof, and sets forth for each such individual the following: (i) job title; (ii) hire date; (iii) status as to employee or independent contractor, and full time or part time; (iv) whether active or on leave; (v) current annual base and overtime compensation rate; (vi) overtime classification (e.g., exempt or non-exempt); (vii) commission, bonus or other incentive-based compensation for the calendar year ending December 31, 2018; (viii) vacation entitlement and accrual; (ix) with respect to employees of the Company in Israel, sick leave entitlement and accrual in excess of what is required by Applicable Law; (x) travel entitlement (e.g., travel pay, car, leased car arrangement and car maintenance payments); (xi) recuperation pay entitlement and accrual; (xii) pension arrangement and/or any other provident fund (including managers’ insurance plan, pension fund and further education fund), and their respective contribution rates; and (xiii) whether such employee is subject to Section 14 Arrangement (and to the extent such employee is subject to Section 14 Arrangement, an indication whether the Section 14 Arrangement includes full contribution rates of 8.33%, applies on the basis of the entire salary from the commencement date of such person). Except as set forth in Section 3.18(f) of the definition Company Disclosure Letter and as has not had, and would not reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, all commissions and bonuses payable to employees or Independent Contractors of “each of the Company Material Adverse Effect” shall and its Subsidiaries for services performed have been paid in full (or accrued in full on the Balance Sheet) and there are no outstanding agreements, understandings or commitments of the Company or any of its Subsidiaries with respect to any commissions, bonuses or increases in compensation. (g) Except where failure to comply would not applyindividually or in the aggregate, reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, (i) all agreements with Independent Contractors contain provisions which state that no employer‑employee relations exist between them and the Company or any of the Company’s Subsidiaries, (ii) all Independent Contractors of the Company or any of its Subsidiaries are not entitled to any employment benefits or rights from the Company or any of its Subsidiaries, nor to any right to participate in any material Employee Plan, (iii) the engagement with all Independent Contractors of the Company or any of its Subsidiaries is in accordance with Applicable Law, and (iv) neither the Company nor any of its Subsidiaries engages any personnel through manpower agencies, except in accordance with Applicable Law. (h) Except as set forth in Section 3.18(h) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to a settlement agreement entered into since January 1, 2017 with any current or former officer, director, employee or Independent Contractor of the Company or any of its Subsidiaries resolving allegations of sexual harassment, discrimination or misconduct by (i) an officer of the Company or any of its Subsidiaries or (ii) an employee of the Company or any of its Subsidiaries at the level of Vice President or above. There are no, and in the last three (3) years there have not been any, Legal Proceedings pending, or, to the knowledge of the Company, threatened or anticipated, against the Company or any of its Subsidiaries (or any of their directors, officers or employees), in each case, involving allegations of sexual harassment, discrimination or misconduct by (i) an officer of the Company or any of its Subsidiaries or (ii) an employee or Independent Contractor of the Company or any of its Subsidiaries at the level of Vice President or above.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in Section 5.1(o)(i4.17(a) of the Company Disclosure Letter is a listing of each of Schedule, neither the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or Company, any of its Subsidiary Subsidiaries nor their respective Company Persons is a party; party to or otherwise bound by any such collective bargaining agreement or contract other Contract with a labor union or contract that covers more than one state is specifically identified labor organization. Except as such set forth in Section 5.1(o4.17(a) of the Company Disclosure Letter; Schedule, since January 1, 2005, neither the Company and nor any of its Subsidiaries are in compliance with each has been or is the subject of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which Proceeding asserting that the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no committed an unfair labor practice charge filed or seeking to compel it to bargain with the National Labor Relations Board any labor union or complaint pending orlabor organization, in relation to the Knowledge of the Companyany union organizing activity, threatenedlabor strike, with regard to employees of dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries, nor (except those complaints that as set forth in Section 4.17(a) of the Company Disclosure Schedule), to the Company’s Knowledge, have any such Proceedings or actions been threatened. Section 4.17(a) of the Company Disclosure Schedule lists all Company employees who are notnot citizens or permanent resident aliens of the United States who are employed by the Company in the United States. The Company and each of its Subsidiaries have complied in all material respects with all applicable Laws regarding employment practices, including Laws relating to workers’ safety and health, sexual harassment, discrimination, equal pay, immigration, wages and hours or workers’ compensation. (b) All individuals who are or were performing consulting or other services for the Company or its Subsidiaries are or were correctly classified by the Company as either “independent contractors” or “employees” as the case may be, and, at the Closing Date, will qualify for such classification, except for such misclassifications, if any, individually or in the aggregate, reasonably likely which would not be material to have a Company Material Adverse Effect; (iiithe Company. Other than as disclosed in Section 4.17(b) of the Company’s Disclosure Schedule, there is are no labor strike, material slowdown, material work stoppage or other material labor controversy in effect pending or, to the Knowledge of the Company’s Knowledge, threatened Proceedings against the Company or its Subsidiaries by or on behalf of or related to any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification individuals currently or decertification petition has been filed (with service of process having been made on formerly classified by the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries as “independent contractors” or “consultants” and, to the Knowledge of the Company’s Knowledge, there is no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under basis for any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applysuch Proceedings.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i3.16(a) of the Company Disclosure Letter is Schedule contains a listing list of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of all employees of the Company covered by and each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed along with the SEC prior to position and the date annual rate of this Agreement, no union certification or decertification petition has been filed (with service compensation of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees each such person. Each current employee of the Company or any of its Subsidiaries and, to the Knowledge has entered into a confidentiality and assignment of inventions agreement with the Company, no union authorization campaign a copy or form of which has previously been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, delivered to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither Parent. Neither the Company nor any of its Subsidiaries is a party to, to or is otherwise bound byby any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. Neither the Company nor any consent decree with of its Subsidiaries is the subject of any Governmental Entity relating to employees or employment practices of proceeding asserting that the Company or any of its Subsidiaries except those consent decrees that are nothas committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization that, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect; and, nor is there pending or, to the knowledge of the Company, threatened, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries. Section 3.16(a) of the Company Disclosure Schedule lists all employees of the Company who are not citizens of the United States. (viib) Except as disclosed in the Company and each SEC Reports filed prior to the date of this Agreement, no employee of the Company or any of its Subsidiaries (i) has an employment agreement with the Company or any of its Subsidiaries, (ii) to the Company’s knowledge is in compliance with all applicable agreementsviolation of any term of any patent disclosure agreement, contracts and policies non-competition agreement, or any restrictive covenant to a former employer relating to employment, employment practices, wages, hours and terms and conditions the right of employment any such employee to be employed by the Company or any of its Subsidiaries because of the employees except those failures nature of the business conducted by the Company or any of its Subsidiaries or to comply that are notthe use of trade secrets or proprietary information of others, individually or (iii) in the aggregatecase of any key employee or group of key employees, reasonably likely has given notice to have the Company or any of its Subsidiaries that such employee or any employee in a Company Material Adverse Effect. Solely for purposes group of this subsection (o), clause (C) of key employees intends to terminate his or her employment with the definition of “Company Material Adverse Effect” shall not applyCompany.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter nor any of its Subsidiaries is a listing of each of the party to any collective bargaining agreements agreement, labor union contract applicable to its employees or other material contracts similar agreement or agreements work rules or practices with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any union, works council, labor organization or other representative employee association applicable to employees of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregateUnited States, reasonably likely to have a Company Material Adverse Effect; nor does the Company has made have Knowledge of any activities or proceedings of any labor union, works council, labor organization or employee association to organize any such employees. No later than thirty (30) days following the date of this Agreement, (i) the Company shall provide or make available to Parent a listing true and complete list of the number of any collective bargaining agreement, labor union contract applicable to its employees or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Company covered by each or any of such agreements its Subsidiaries outside of the United States, and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board Company shall provide or complaint pending ormake available to Parent a written description, to the Knowledge its Knowledge, of any activities or proceedings of any labor union, works council, labor organization or employee association to organize any such employees. (b) As of the Companydate hereof, threatened, there are no strikes or lockouts pending with regard respect to any employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect union organizing effort pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; , there is no unfair labor practice, labor dispute (iv) except as disclosed in the Company Reports filed with the SEC prior other than routine individual grievances), or labor arbitration proceeding pending or, to the date Knowledge of this Agreementthe Company, no union certification or decertification petition has been filed (threatened, with service respect to the employees of process having been made on the Company or any of its Subsidiaries), and there is no slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened (or pending without service of process having been made on with respect to the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries andSubsidiaries, except, in each case, as would not have, or would not reasonably be expected to the Knowledge of the Companyhave, no union authorization campaign has been conducted, within the past 12 months;a Company Material Adverse Effect. (vc) Section 5.1(o)(vExcept as would not have, or would not reasonably be expected to have, a Company Material Adverse Effect, (i) each of the Company Disclosure Letter sets forth and its Subsidiaries are, and have been, in compliance in all grievance proceedings pending before respects with all applicable laws relating to employment and employment practices, the National Grievance Committee andclassification of employees, except as set forth in Section 5.1(o)(vwages, overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment, (ii) there are no charges with respect to or relating to either of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is its Subsidiaries pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on before the Company Equal Employment Opportunity Commission or any national, federal, state or local agency, domestic or foreign, responsible for the prevention of its Affiliates)unlawful employment practices, against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are notand (iii) since January 1, individually or in the aggregate2014, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party tohas received any written notice from any national, federal, state or is otherwise bound bylocal agency, any consent decree with any Governmental Entity relating to employees domestic or foreign, responsible for the enforcement of labor or employment practices laws of an intention to conduct an investigation of either of the Company or any of its Subsidiaries except those consent decrees that are notand no such investigation is in progress. (d) Except as would not have, individually or in the aggregatewould not reasonably be expected to have, reasonably likely to have a Company Material Adverse Effect; and (vii) , neither the Company and each nor any of its Subsidiaries is in compliance has incurred any liability or obligations with all applicable agreementsrespect to any “mass layoff” or “plant closing” as defined by, contracts and policies relating pursuant to, the Worker Adjustment and Retraining Notification Act or any similar U.S. state or local or non-U.S. “plant closing” law (“WARN”) with respect to employment, employment practices, wages, hours and terms and conditions of employment the current or former employees of the employees except those failures Company or its Subsidiaries. (e) Except as would not have, or would not reasonably be expected to comply that are nothave, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection , (o), clause (Ci) all independent contractors of the definition of “Company Material Adverse Effect” shall and its Subsidiaries (and any other independent contractor who previously rendered services for the Company or its Subsidiaries, at any time) have been, and currently are, properly classified and treated by the Company and its Subsidiaries, as applicable, as independent contractors and not applyas employees, (ii) all such independent contractors have in the past been, and continue to be, properly and appropriately treated as non-employees for all U.S. federal, state, and local and non-U.S. Tax purposes, (iii) the Company and its Subsidiaries have fully and accurately reported their independent contractors’ compensation on IRS Forms 1099 (or otherwise in accordance with applicable law) when required to do so, and the Company and its Subsidiaries do not have any liability to provide benefits with respect to their independent contractors under the Company Benefit Plans or otherwise, and (iv) at no time within the preceding two years has any independent contractor brought a claim against the Company or its Subsidiaries challenging his or her status as an independent contractor or made a claim for additional compensation or any benefits under any Company Benefit Plan or otherwise.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiary Subsidiaries is a party; party to any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which union contract and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries is a party except those failures and there are no labor or collective bargaining agreements that pertain to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered or any of its Subsidiaries other than works councils required by each of such agreements and their classifications thereunder statute, (including the location for classifications that are not Company-wide) organized by Subsidiary; (iib) there is no unfair pending or to the knowledge of the Company, threatened labor practice charge filed dispute, strike, work stoppage, lockout or other labor controversy involving the Company or any of its Subsidiaries which may interfere with the respective business activities of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries experienced any such labor controversy within the past three years, (c) there is no union or similar organization currently certified, and there is no union representation question and no union or other organization activity that would be subject to the National Labor Relations Board Act (20 U.S.C. § 151 et seq.) or complaint similar applicable Law exists, or to the knowledge of the Company, is threatened with respect to the Company’s or any of its Subsidiaries operations; (d) to the knowledge of the Company, no employee of the Company or any of its Subsidiaries (“Employee”) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such Employee and any other Person besides the Company or any of its Subsidiaries, as applicable, that would be material to the performance of such Employee’s employment duties, or the ability of the Company or Merger Sub to conduct their business, (e) there is no pending or, to the Knowledge knowledge of the Company, threatenedthreatened action, with regard to complaint, arbitration, proceeding or investigation against the Company or any of its Subsidiaries by or before any court, governmental agency, administrative agency, board, commission or arbitrator brought by or on behalf of any prospective, current or former employee, labor organization or other representative of employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (viif) the Company and each of its Subsidiaries is are in material compliance with all applicable Laws, agreements, contracts and policies relating to employmentemployment of labor, employment practices, wages, hours practices and terms and conditions of employment employment, including, but not limited to, all such Laws relating to hours, wages, civil rights, safety and health, workers’ compensation, and the collection and payment of withholding and/or Social Security taxes and other similar taxes, and (g) all salaries, wages and other benefits, bonuses and commissions of all directors, officers and employees of the employees except those failures Company and its Subsidiaries have, to comply that the extent due, been paid or discharged in full or are not, individually or reflected as liabilities on the financial statements contained in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applySEC Reports.

Labor Matters. As (a) Neither the Company nor any of its Affiliates nor, to the Company’s knowledge, any of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter Managed Practices is a listing of each of the party to, or bound by, any collective bargaining agreements agreement, contract or other agreement or understanding with a labor union or labor organization. To the Company’s knowledge, there are no pending material contracts or agreements with any labor organization or other representative of employees to which representation petitions involving either the Company or any of its Subsidiary Affiliates or, to the Company’s knowledge, any of the Managed Practices before the National Labor Relations Board or any state labor board. Neither the Company nor any of its Affiliates nor, to the Company’s knowledge, any of the Managed Practices is a party; subject to any such agreement material unfair labor practice charge or contract complaint, dispute, strike or contract that covers more than one state is specifically identified work stoppage. Except as such in set forth on Section 5.1(o) 3.15 of the Company Disclosure Letter; Schedule, to the Company and its Subsidiaries knowledge of the Company, there are in compliance no organizational efforts with each respect to the formation of such the a collective bargaining agreements unit presently being made or other material contracts or agreements with any labor organization or other representative threatened involving employees of employees to which the Company or any of its Subsidiaries is a party Affiliates or any of the Managed Practices. (b) The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices to the knowledge of the Company, the Managed Practices are in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or human resources personnel policies (to the extent they contain enforceable obligations), handbooks or manuals, and severance or separation agreements, except those failures to comply in each case that are would not, individually or in the aggregate, reasonably likely be material to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have taken as a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the whole. The Company and each of its Subsidiaries is Affiliates and, to the knowledge of the Company, each of the Managed Practices are in compliance in all material respects with all applicable agreements, contracts and policies relating Laws related to employment, employment practices, wages, hours and other terms and conditions of employment of the employees employment, except those failures to comply in each case that are would not, individually or in the aggregate, reasonably likely be material to have the Company and its Affiliates, taken as a Company Material Adverse Effectwhole. Solely for purposes As of the date of this subsection (o)Agreement, clause (C) neither the Company nor any of its Affiliates has a material labor or employment dispute currently subject to any grievance procedure, arbitration or litigation, or to the knowledge of the definition of “Company Material Adverse Effect” shall not applyCompany, threatened against it.

Labor Matters. As of the date of this Agreement: (i) set forth (x) The Company is not a party to any collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees. The Company Subsidiaries are in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of compliance with each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures where the failure to comply that are not, individually or in has not had a material adverse effect on the aggregate, reasonably likely to have a Company Material Adverse Effect; and the Company has made available to Parent a listing of the number of all employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary); (ii) there is no material unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge knowledge of the Company, threatened, with regard to employees of the Company or any of its the Company Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge knowledge of the Company, threatened against the Company or any of its the Company Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its the Company Subsidiaries), or, to the Knowledge knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its the Company Subsidiaries), that relates to employees of the Company or any of its the Company Subsidiaries and, to the Knowledge of the Company's knowledge, no union authorization campaign has been conducted, within the past 12 twenty-four months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its the Company Subsidiaries), or, to the Knowledge knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its the Company Subsidiaries related to any of their employees except those other than proceedings that are not, individually or in the aggregate, reasonably likely to would not have a Company Material Adverse Effectmaterial adverse effect on the Company; (vi) neither the Company nor any of its the Company Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its the Company Subsidiaries except those other than consent decrees that are not, individually or in the aggregate, reasonably likely to would not have a Company Material Adverse Effectmaterial adverse effect on the Company; and (vii) the Company and each of its the Company Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees employees, except those failures where the failure to comply that are be in compliance with each such agreement, contract and policy would not, individually either singly or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of material adverse effect on the definition of “Company Material Adverse Effect” shall not applyCompany.

Labor Matters. As (a) To the best of Parent's and each Seller's knowledge, there have been no union organizing efforts with respect to any Company conducted within the last three years and there are none now being conducted with respect to any Company. The Companies have not at any time during the three years prior to the date of this Agreement: Agreement had, nor, to the best of Parent's and each Seller's knowledge, is there now threatened, a strike, work stoppage, work slowdown or other material labor dispute with respect to or affecting the Business. Except as set forth on Schedule 2.19, (i) set forth in Section 5.1(o)(i) no employee of the any Company Disclosure Letter is a listing of each of the collective bargaining agreements represented by any union or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a partyorganization; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no charge or complaint, including any unfair labor practice charge filed or any claim of discrimination, which is pending with the National Labor Relations Board or complaint pending any Governmental Entity or, to the Knowledge best of the CompanyParent's and each Seller's knowledge, threatened, with regard threatened against any Company relating to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; employees; and (iii) there is no labor strike, material slowdown, material work stoppage commitment or other material labor controversy in effect or, agreement to increase wages or modify the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of employees of any Company other than ordinary course of the Business consistent with past practice. Parent and Sellers have provided Buyer with copies of any collective bargaining agreement or other agreement with any union or other labor organization representing employees except those failures of any Company. (b) Within six months prior to comply that are notthe date hereof, individually or (i) no Company has effectuated (x) a "plant closing" (as defined in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes WARN Act) affecting any site of this subsection (o), clause (C) employment or one or more facilities or operating units within any site of employment or facility of the definition Business or (y) 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 Business, (ii) no Company Material Adverse Effect” shall not applyhas been affected by any transaction or engaged in layoffs or employment terminations with respect to the Business sufficient in number to trigger application of any similar foreign, state or local law, and (iii) none of the Companies' employees has suffered an "employment loss" (as defined in the WARN Act).

Labor Matters. As Except as set forth in Sections 3.13 and 3.18 of the Company Disclosure Schedule, insofar as the operations of the Company and the Company Subsidiaries in the United States are concerned, as of the date of this Agreement: Agreement (i) set forth in Section 5.1(o)(i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or the to the knowledge of the Company, threatened against or affecting the Company or any of the Company Disclosure Letter Subsidiaries and during the past five years there has not been any such action, (ii) neither the Company nor any of the Company Subsidiaries is a listing of each of the party to or bound by any collective bargaining agreements or other material contracts similar agreement with any labor organization, or agreements work rules or practices agreed to with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard employee association applicable to employees of the Company or any of its the Company Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge none of the Company, threatened against employees of the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with Subsidiaries is represented by any labor organization and the SEC prior to Company does not have any knowledge of any union organizing activities among the date employees of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries)the Company Subsidiaries within the past five years, or, to the Knowledge nor does any question concerning representation exist as of the Companydate of this Agreement concerning such employees, threatened (iv) there are no material written personnel policies, rules or pending without service of process having been made on the Company or any of its Subsidiaries), that relates procedures applicable to employees of the Company or any of its Subsidiaries andthe Company Subsidiaries, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) other than those set forth in Section 5.1(o)(v) 3.18 of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee andSchedule, except as set forth in Section 5.1(o)(v) true and correct copies of the Company Disclosure Letterwhich have heretofore been delivered to Purchaser, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (viv) neither the Company nor any of its the Company Subsidiaries has received any notice that it is a party tonot in compliance, in all material respects, with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other similar laws of any jurisdiction, (vi) there is otherwise bound byno unfair labor practice or similar charge or complaint against the Company or any of the Company Subsidiaries pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any consent decree with similar state or foreign agency, (vii) there is no material grievance arising out of any Governmental Entity collective bargaining or similar agreement or other grievance procedure relating to employees or employment practices any employee of the Company or any of its the Company Subsidiaries, (viii) to the knowledge of the Company, no charges with respect to or relating to the Company or any of the Company Subsidiaries are pending before the Equal Employment Opportunity Commission or any other federal, state, local or foreign agency responsible for the prevention of unlawful employment practices, (ix) neither the Company nor any of the Company Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of the Company Subsidiaries and no such investigation is in progress, and (x) there are no complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of the Company Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship, except those consent decrees that are not, individually or in the aggregate, reasonably likely to have each case which would not result in a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the The Company Disclosure Letter is a listing of and each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance in all material respects with each all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notemployment and wages and hours, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; engaged in any unfair labor practices; (iib) there is are no unfair labor practice charge filed with the National Labor Relations Board actions, suits, claims or complaint grievances pending or, to the Knowledge of the Company, threatened, with regard to employees knowledge of the Company or any of its Subsidiaries, except those complaints that are notthreatened, individually between the Company or in the aggregateany of its Subsidiaries and any of their respective employees, consultants or independent contractors, which actions, suits, claims or grievances have or would reasonably likely be expected to have a Company Material Adverse Effect; ; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vic) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, nor does the Company or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (d) to the knowledge of the Company, there are no labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of, or consultants or independent contractors to, the Company or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of its Subsidiaries. No employee of the Company or any of its Subsidiaries except those consent decrees that are not(i) to the Company's knowledge is in violation of any term of any patent disclosure agreement, individually non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (ii) in the aggregatecase of any key employee or group of key employees, reasonably likely has given notice as of the date of this Agreement to have a Company Material Adverse Effect; and (vii) the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company. Neither the Company nor any of its Subsidiaries has any material liability for (i) a plant closing, as defined in the Worker Adjustment and each Retaining Notification Act of 1988, as amended ( the "WARN Act"), or (ii) a mass layoff, as defined in the WARN Act. Neither the Company nor any of its Subsidiaries is currently engaged in compliance with all applicable agreementsany layoffs or employment terminations sufficient in number to trigger application of any similar state, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually local or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyforeign law.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the The Company Disclosure Letter is a listing of and each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance in all material respects with each all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notemployment and wages and hours, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; engaged in any unfair labor practices; (iib) there is are no unfair labor practice charge filed with the National Labor Relations Board or complaint controversies pending or, to the Knowledge of the Company, threatened, with regard to employees knowledge of the Company or any of its Subsidiaries, except those complaints that are notthreatened, individually between the Company or in the aggregateany of its Subsidiaries and any of their respective employees, consultants or independent contractors, which controversies would reasonably likely be expected to have a Company Material Adverse Effect; ; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vic) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, nor does the Company or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (d) there are no and neither the Company nor any of its Subsidiaries has any knowledge of any labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of, or consultants or independent contractors to, the Company or is otherwise bound byany of its Subsidiaries. To the knowledge of the Company, any consent decree with any Governmental Entity relating to employees or employment practices no employee of the Company or any of its Subsidiaries except those consent decrees that are notis in violation of any term of any patent disclosure agreement, individually non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others or, in the aggregatecase of any key employee or group of key employees, reasonably likely has given notice as of the date of this Agreement to have a Company Material Adverse Effect; and (vii) the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company. Since the Company’s inception, neither the Company or any of its Subsidiaries has effected (i) a plant closing, as defined in the Worker Adjustment and each Retaining Notification Act of 1988, as amended ( the “WARN Act”), or (ii) a mass layoff as defined in the WARN Act. Neither the Company nor any of its Subsidiaries is currently engaged in compliance with all applicable agreementsany layoffs or employment terminations sufficient in number to trigger application of any similar state, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually local or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyforeign law.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither Neither the Company nor any of its Subsidiaries is a party toto or otherwise bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization or works council. Neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or is otherwise bound byseeking to compel it to bargain with any labor union or labor organization, nor is there pending or, to the knowledge of the Company, threatened, any consent decree labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries. The Company and each Subsidiary are in material compliance with any Governmental Entity all applicable laws relating to employees or employment practices the hiring, employment, and termination of employees. (b) No employee of the Company or any of its Subsidiaries except those consent decrees (i) has an employment agreement for employment that are notis not at will, individually (ii) to the Company’s Knowledge is in violation of any term of any patent disclosure agreement, non-competition agreement, or in any restrictive covenant to a former employer relating to the aggregate, reasonably likely right of any such employee to have a Company Material Adverse Effect; and (vii) be employed by the Company and each or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (iii) in the case of any key employee or group of key employees, has given notice to the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company or any of its Subsidiaries. (c) Since December 31, 2006 and continuing through the Closing Date, neither the Company nor any of its Subsidiaries has caused or will cause any “employment loss” (as that term is defined or used in the WARN Act) or been obligated to provide notice or payment in lieu of notice under any comparable local provision. (d) Neither the Company or any of its Subsidiaries has incurred, and no circumstances exist under which either the Company or any of its Subsidiaries would 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. (e) Within 10 days following the date of this Agreement, the Company will provide Parent with a list of all employees of the Company or any of its Subsidiaries employed in the United States who are not citizens or permanent residents of the United States that indicates immigration status and the date work authorization is scheduled to expire. All other persons employed by the Company in the United States are citizens or permanent residents. All persons employed in other jurisdictions are employed in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applylocal Laws.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is a party except those failures to comply that are notany Contract or arrangement between or applying to, individually one or more employees or other service providers and a union, trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any labor organization, union, group, association, works council or other employee representative body, including reconciliation of interest agreements and social plans, any other collective arrangements, whether in the aggregateform of general commitments, reasonably likely to standard terms of employment or works agreements or is bound by any equivalent national or sectoral agreement (“Collective Agreements”). None of the Company’s Subsidiaries are a member of the Employer’s Associations and none of the Subsidiaries have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that works council. There are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board pending activities or complaint pending proceedings or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge knowledge of the Company, threatened against the Company or reasonably anticipated by any of its Subsidiaries; works council, union, trade union, or other labor-relations organization or entity (iv“Labor Organization”) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreementorganize any such employees. There are no lockouts, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries)strikes, slowdowns, work stoppages or, to the Knowledge knowledge of the Company, threatened (threats thereof by or pending without service of process having been made on the Company or with respect to any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries andnor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries since the Reference Date. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor, to the Knowledge knowledge of the Company, no union authorization campaign any of their respective representatives or employees, has been conducted, within committed any material unfair labor practice in connection with the past 12 months; (v) Section 5.1(o)(v) operation of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) respective businesses of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries). Except as would not have, orindividually or in the aggregate, to the Knowledge of the Companya Company Material Adverse Effect, threatened (there is no charge, complaint or pending without service of process having been made on the Company or any of its Affiliates), other action against the Company or any of its Subsidiaries related by the National Labor Relations Board or any comparable Governmental Authority pending or to any the knowledge of their employees except those proceedings that are notthe Company threatened. (b) Except as would not have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; , the Company and its Subsidiaries are, and since the Reference Date have been, in compliance with Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (viincluding the proper classification of workers as independent contractors and consultants and for overtime purposes), tax withholding, social security withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, and in each case, with respect to employees: (i) to the knowledge of the Company has withheld and reported all amounts required by Applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments to employees, (ii) to the knowledge of the Company is not liable for any arrears of wages, severance pay or any taxes or any penalty for failure to comply with any of the foregoing, and (iii) to the knowledge of the Company is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has any material Liability with respect to any misclassification of: (x) any Person as an independent contractor rather than as an employee, (y) any employee leased from another employer, or (z) any employee currently or formerly classified as exempt from overtime wages. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is a party toto a conciliation agreement, or is otherwise bound by, any consent decree or other agreement or order with any Governmental Entity Authority relating to employees labor matters. (c) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries is in compliance with WARN. To the knowledge of the Company, in the past two (2) years (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment practices or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries except those consent decrees that are notSubsidiaries, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and and (viiiii) neither the Company and each nor any of its Subsidiaries is has been affected by any transaction or engaged in compliance with all applicable agreementslayoffs or employment terminations sufficient in number, contracts and policies relating including as aggregated, to employmenttrigger application of any similar state, employment practices, wages, hours and terms and conditions of employment local or foreign law or regulation. To the knowledge of the Company neither the Company nor its Subsidiaries has caused any of their respective employees except those failures to comply that are notsuffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, individually and there has been no termination which would trigger any notice or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother obligations under WARN.

Labor Matters. As (a) None of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or Company, any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatenedany Joint Venture Entity is a party to, or bound by, any collective bargaining agreement, collective agreement, or any other similar labor-related agreements or arrangements with regard any labor union, trade union, labor organization or works council. There are no collective bargaining agreements, collective agreements, or any other labor-related agreements or arrangements that pertain to any of the employees of the Company, its Subsidiaries or the Joint Venture Entities. No labor union, trade union, labor organization or works council represents employees of the Company, its Subsidiaries or the Joint Venture Entities with respect to their employment with the Company or any of its SubsidiariesSubsidiaries or the Joint Venture Entities, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;as applicable. (iiib) No labor union, labor organization, works council, or group of employees of the Company, its Subsidiaries or, to the Knowledge of the Company, the Joint Venture Entities has made a pending demand for recognition or certification, and, to the Knowledge of the Company, there is are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of the Company, since January 1, 2018, there have been no labor strikeunion organizing activities with respect to any employees of the Company, material slowdownits Subsidiaries or the Joint Venture Entities. (c) Since January 1, material work stoppage or other material labor controversy in effect 2018, there has been no actual or, to the Knowledge of the Company, threatened unfair labor practice charges, material grievances, material arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against the Company or any of Company, its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), Subsidiaries or, to the Knowledge of the Company, threatened the Joint Venture Entities. (d) The Company, its Subsidiaries and the Joint Venture Entities have satisfied any pre-signing legal or pending without service contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is representing any employee, in connection with the execution of process having been made on this Agreement or the Company transactions contemplated by this Agreement. (e) The Company, its Subsidiaries and the Joint Venture Entities are in material compliance with all applicable laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or any of its Subsidiaries)benefits, that relates to employees of the Company or any of equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (f) The Company, its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conductedthe Joint Venture Entities are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), within the past 12 months;(ii) required to comply with Executive Order 11246 or any other applicable Law requiring affirmative action or other employment related actions for government contractors or subcontractors, or (iii) otherwise required to maintain an affirmative action plan with respect to United States employees. (vg) Section 5.1(o)(v) To the Company’s Knowledge, no employee of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee andis in any respect in violation of any term of any employment agreement, except as set forth in Section 5.1(o)(vnondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on to the Company or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or (B) to the knowledge or use of trade secrets or proprietary information. (h) The Company, its Subsidiaries)Subsidiaries and the Joint Venture Entities are not delinquent in any material amounts in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. (i) Since January 1, or2018, the Company, its Subsidiaries and, to the Knowledge of the Company, the Joint Venture Entities have not received (i) notice of any unfair labor practice charge or complaint pending or threatened (or pending without service of process having been made on before the Company National Labor Relations Board or any other Governmental Authority against them, (ii) notice of its Affiliates)any complaints, against the Company grievances or arbitrations arising out of any collective bargaining agreement or any other complaints, grievances or arbitration procedures against them, (iii) notice of any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other Proceeding pending or threatened in any forum by or 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 employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (j) Since January 1, 2018, the Company, its Subsidiaries related to any of their employees except those proceedings that are not, individually or in and the aggregate, reasonably likely to Joint Venture Entities have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is been in compliance with all applicable agreementsnotice and other requirements under the Worker Adjustment and Retraining Notification Act and any similar foreign, contracts and policies state or local law relating to plant closings and layoffs. (k) To the Knowledge of the Company, no current employee of the Company, its Subsidiaries or the Joint Venture Entities, who is at the level of Vice President or higher, intends to terminate his or her employment. (l) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment practicesagreement, wages, hours and terms and conditions of employment consulting agreement or any other labor-related agreement to which any of the employees except those failures to comply that are notCompany, individually its Subsidiaries or in the aggregate, reasonably likely to have Joint Venture Entities is a Company Material Adverse Effect. Solely for purposes of this subsection party or bound. (o), clause (Cm) None of the definition Company, its Subsidiaries or the Joint Venture Entities is party to a settlement agreement with a current or former officer, employee or independent contractor of “Company Material Adverse Effect” shall not applythe Company, its Subsidiaries or the Joint Venture Entities that has been entered into since January 1, 2018 and involves allegations relating to sexual harassment by either (i) an officer of the Company, its Subsidiaries or the Joint Venture Entities or (ii) an employee of the Company, its Subsidiaries or the Joint Venture Entities at the level of Vice President or above. To the Knowledge of the Company, since January 1, 2018, no allegations of sexual harassment have been made against (i) any officer of the Company, its Subsidiaries or the Joint Venture Entities or (ii) an employee of the Company, its Subsidiaries or the Joint Venture Entities at a level of Vice President or above.

Labor Matters. As of the date of this Agreement: (i) Except as set forth in Section 5.1(o)(i) 3.13 of the Company UTI Disclosure Letter Document, (i) neither UTI nor any of its Subsidiaries is a listing of each of the party to any collective bargaining agreements agreement or other material contracts contract or agreements agreement with any labor organization or other representative of employees to which the Company or any of its Subsidiary nor is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letterbeing negotiated; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no material unfair labor practice charge filed with the National Labor Relations Board or complaint pending ornor, to the Knowledge knowledge of the Companyexecutive officers of UTI, threatened, with regard to employees of the Company UTI or any Subsidiary of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; UTI; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries)effect, or, to the Knowledge knowledge of the Companyexecutive officers of UTI, threatened (or pending without service of process having been made on the Company against UTI or any of its Significant Subsidiaries); (iv) as of the date hereof, that relates no representation question exists, nor to the knowledge of the executive officers of UTI are there any campaigns being conducted to solicit cards from the employees of the Company UTI or any Subsidiary of its Subsidiaries and, UTI to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; authorize representation by any labor organization; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company UTI nor any Subsidiary of its Subsidiaries UTI is a party to, or is not otherwise bound by, any consent decree with any Governmental Entity governmental authority relating to employees or employment practices of the Company UTI or any Subsidiary of UTI; (vi) neither UTI nor any of its Subsidiaries except those consent decrees has incurred any liability under, and has complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or event exists that are not, individually or in the aggregate, reasonably likely could give rise to have a Company Material Adverse Effectliability under such Act; and (vii) the Company UTI and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees employees, except those failures where the failure to comply that are be in compliance with each such agreement, contract and policy would not, individually either singly or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely Effect on UTI; (viii) there is no complaint, lawsuit or proceeding in any forum by any Governmental Entity, by or on behalf of any present or former employee, any applicant for purposes employment or any classes of this subsection the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment of the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship against UTI or any of its Subsidiaries pending, or, to the knowledge of UTI or any of its Subsidiaries, threatened, that has, or would have, a Material Averse Effect on UTI; (o)ix) UTI and each of its Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, clause terms and conditions of employment, wages, hours of work and occupational safety and health, except for non-compliance that does not have, and would not have, a Material Adverse Effect on UTI; and (x) there is no proceeding, claim, suit, action or governmental investigation pending or, to the knowledge of UTI or any of its Subsidiaries, threatened, in respect to which any current or former director, officer, employee or agent of UTI or any of its Subsidiaries is or may be entitled to claim indemnification from UTI or any of its Subsidiaries (A) pursuant to their respective charters or bylaws; (B) as provided in any indemnification agreement to which UTI or any Subsidiary of UTI is a party, or (C) of the definition of “Company pursuant to applicable law that has, or would have, a Material Adverse Effect” shall not applyEffect on UTI.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither Neither the Company nor any of its Subsidiaries is a party toto (including through membership in an employer's association), or is otherwise bound byby (including for the avoidance of doubt being bound by any Governmental Order (e.g., declaration of generally applicability (Allgemeinverbindlichkeitserklärung) under German Law)), any consent decree with Labor Agreement, nor is there any Governmental Entity relating to employees duty or employment practices obligation on the part of the Company or any of its Subsidiaries except those to consult or bargain with, receive consent decrees that from or notify any labor union, works council, labor organization or other employee representative, which is representing any employee of the Company or its Subsidiaries, in connection with the transaction as contemplated in this Agreement, prior to the execution of this Agreement. To the knowledge of the Company, none of the Company's or any of its Subsidiaries' employees are notrepresented by any labor union, individually works council or labor organization with respect to their employment with the Company or any of its Subsidiaries. To the knowledge of the Company, in the aggregatepast three years, reasonably likely there have been no activities or proceedings by any labor union, works council, other labor organization to have a organize any of the Company's or any of its Subsidiaries' employees. In the past three years, there has been no actual or, to the knowledge of the Company, threatened unfair labor practices charge, material labor dispute, material labor grievance, material labor arbitration, strike, organized labor slowdown, lockout, material concerted refusal to work overtime, or organized labor work stoppage against or affecting the Company Material Adverse Effect; andor any of its Subsidiaries. (viib) Except as would not result in a material Liability for the Company and its Subsidiaries, each individual, who is providing or, within the past three years, has provided services to the Company and its Subsidiaries as an individual independent contractor or consultant is or was properly classified and treated as such for all applicable purposes. (c) The Company and its Subsidiaries are, and for the past three years have been, in compliance in all material respects with all applicable Laws regarding labor, employment and employment practices. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, since December 31, 2019, there have been no sexual harassment allegations or employment discrimination allegations raised, brought or, to the knowledge of the Company, threatened to be brought, or settled relating to any officer, director, or executive of the Company or any of its Subsidiaries is other than any such allegations which have been investigated and with respect to which the Company and its Subsidiaries (i) concluded there was no unlawful action or (ii) took prompt corrective action. (d) No facility closure or shutdown, reduction-in-force, furlough, short-time work, temporary layoff, material reduction in compliance with all applicable agreementshours, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment or material reduction in salary or wages affecting employees of the employees Company or its Subsidiaries has occurred since March 31, 2020 or is currently contemplated, planned or announced, except those failures for short-time work as a result of COVID-19 between April 1, 2020 and September 30, 2021. The Company and its Subsidiaries have not experienced any material employment-related liability with respect to comply that are not, individually or in COVID-19. The Company and its Subsidiaries have not experienced any material employment-related liability with respect to COVID-19. (e) To the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) knowledge of the definition Company, no current employee of “the Company Material Adverse Effect” shall not applyor its Subsidiaries with annualized compensation at or above €150,000, has provided notice of his or her intent to terminate his or her employment in calendar years 2022 or 2023.

Labor Matters. As (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedules, the Company and its Subsidiaries are neither party to nor bound by any Collective Bargaining Agreement and no employees of the Company or its Subsidiaries are represented by any labor union, works council, or other labor organization with respect to their employment with the Company or its Subsidiaries. Current, correct and complete copies of any Collective Bargaining Agreements set forth in Section 3.12(a) of the Company Disclosure Schedules have been provided to Parent. (b) During the three years prior to the date of this Agreement: (i) set forth in Section 5.1(o)(i) , there have been no actual or, to the Knowledge of the Company Disclosure Letter is a listing of each of the collective bargaining agreements Company, threatened strikes, lockouts, work stoppages, slowdowns, picketing, handbilling, unfair labor practice charges, material labor grievances, material labor arbitrations or other material contracts labor disputes against or agreements with any labor organization or other representative of employees to which affecting the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) Subsidiaries. To the Knowledge of the Company Disclosure Letter; Company, in the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements past three years, there has been no union organizing effort or other material contracts activity pending or agreements with any labor organization or other representative of employees to which threatened against the Company or any of its Subsidiaries. The Company and its Subsidiaries have satisfied in all material respects any legal or contractual requirements to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is a party except those failures to comply that are notrepresenting any employee of the Company or its Subsidiaries, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as would not be, individually or in the aggregate, reasonably likely material to have a Company Material Adverse Effect; the Company has made available and its Subsidiaries, taken as a whole, during the three years prior to Parent a listing the date of this Agreement, to the Knowledge of the number Company, (i) no allegations of employees sexual harassment, other sexual misconduct or discrimination have been made against any employee of the Company covered by each with the title of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; director, Vice President or above, (ii) there is are no unfair labor practice charge filed with the National Labor Relations Board Actions, suits, investigations or complaint proceedings pending or, to the Knowledge of the Company, threatenedthreatened related to any allegations of sexual harassment, with regard to employees other sexual misconduct or unlawful discrimination by any employee of the Company with the title of director, Vice President or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; above and (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party tohas entered into any settlement agreements related to allegations of sexual harassment, other sexual misconduct or is otherwise bound by, discrimination by any consent decree with any Governmental Entity relating to employees or employment practices employee of the Company with the title of director, Vice President or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; andabove. (viid) the The Company and each of its Subsidiaries is and since February 1, 2021 has been in compliance in all material respects with all applicable agreementsLaws respecting labor, contracts employment and policies relating to employment, employment practices, wages, hours and including all Laws respecting terms and conditions of employment employment, health and safety, wages and hours (including the classification of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (oindependent contractors and exempt and non-exempt employees), clause immigration (C) including the completion of Forms I-9 for all U.S. employees and the definition proper confirmation of “Company Material Adverse Effect” shall not applyemployee visas), employment discrimination, harassment, retaliation, restrictive covenants, pay transparency, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), outsourced labor or workforce, workers' compensation, labor relations, employee leave issues, employee trainings and notices, affirmative action, unemployment insurance, automated employment decision tools and other artificial intelligence.

Labor Matters. As (a) To their knowledge, none of the date of this Agreement: Group Companies has any material Liability for any past due wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses) to their current or former employees and independent contractors under applicable Law, Contract or company policy, or any fines, Taxes, interest, penalties or other sums for failure to pay or delinquency in paying such compensation in a timely manner. Since the Lookback Date, (i) set forth in Section 5.1(o)(i) none of the Group Companies has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company Disclosure Letter is a listing (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees Group Company, except as has not and would not reasonably be expected to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notresult in, individually or in the aggregate, reasonably likely material Liability to the Group Companies. (b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of the transactions contemplated by this Agreement. (c) No Group Company Material Adverse Effect; is a party to or bound by any CBAs nor to the knowledge of the Company has made available is there any duty on the part of any Group Company to Parent bargain or consult with, or provide notice or information to, any labor organization, labor union, works council or other employee representative (each a listing “Union”) which is representing any employee of the number Group Companies, or any applicable labor tribunal, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. There are no CBAs or any other labor-related agreements or arrangements that pertain to any of the employees of the Group Companies; and no employees of any Group Company are represented by a Union. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, material labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. In the past five (5) years, no labor union, works council, other labor organization, or group of employees of the Company covered by each of such agreements Group Companies has made a demand for recognition, and their classifications thereunder (including the location for classifications that there are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge representation proceedings presently pending or threatened to be brought or filed with the National Labor Relations Board or complaint any other labor relations tribunal or authority. To the Company’s knowledge, since the Lookback Date, there have been no pending or threatened labor organizing activities with respect to any employees of any Group Company. (d) To the knowledge of Company, the Group Companies are and for the last three years have been in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of I-9s for all employees and the proper confirmation of employee visas), harassment, discrimination and retaliation, disability rights or benefits, equal opportunity (including compliance with any affirmative action plan obligations), plant closures and layoffs (including WARN), COVID-19, workers’ compensation, labor relations, employee leave issues, and unemployment insurance. (e) To the Company’s knowledge, no current or former employee or independent contractor of any Group Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation: (i) owed to any Group Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the applicable Group Company. (f) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred within the past six (6) months or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to, arising out of or in connection with COVID-19. (g) To the Company’s knowledge, no executive officer or senior or management-level employee of any of the Group Companies has given notice of termination of employment or otherwise disclosed plans to terminate employment with any of the Group Companies within the twelve (12) month period following the date hereof. No officer, director, executive, employee, contractor or agent of the Group Companies has been accused in writing or, to the Company’s knowledge, orally, of any sexual harassment, sexual assault, other similar misconduct or sexual discrimination or other discrimination, retaliation or related policy violation allegation in connection with his or her employment or engagement with the Group Companies or otherwise during the last five (5) years. (h) The Group Companies have no employees other than those being shared with the Group Companies pursuant to the Employee Services Sharing Agreement described in Schedule 3.7(a). (i) Section 3.14(i) of the Company Disclosure Schedules contains a list of all independent contractors (including consultants) currently engaged by any Group Company, along with the position, the entity engaging such Person, date of retention and rate of remuneration for each such Person. Except as set forth in Section 3.14(i) of the Company Disclosure Schedules, all of such independent contractors are a party to a written Contract with a Group Company. To the Knowledge of the Company, threatenedfor the purposes of applicable Law, with regard to including the Code, all independent contractors who are currently, or within the last six (6) years have been, engaged by a Group Company are bona fide independent contractors and not employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or a Group Company. Except as set forth in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v3.14(i) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee andSchedules, except as set forth in Section 5.1(o)(veach independent contractor is terminable on fewer than thirty (30) days’ notice, without any obligation of the any Group Company Disclosure Letter, no grievance proceeding to pay severance or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applytermination fee.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in Section 5.1(o)(i3.12(a) of the Company Disclosure Letter is a listing of each Schedules, the Company and its Subsidiaries are neither party to nor bound by any Collective Bargaining Agreement and no employees of the collective bargaining agreements Company or its Subsidiaries are represented by any labor union, works council, or other material contracts or agreements with any labor organization with respect to the employment with the Company or its Subsidiaries. Current, correct and complete copies of any Collective Bargaining Agreements set forth in Section 3.12(a) of the Company Disclosure Schedules have been provided to Parent. (b) Since December 31, 2019, there have been no actual or, to the Knowledge of the Company, threatened material strikes, lockouts, work stoppages, slowdowns, picketing, handbilling or other representative of employees to which labor disputes against or affecting the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) Subsidiaries. To the Knowledge of the Company Disclosure Letter; Company, in the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements past three years, there has been no material union organizing effort or other material contracts activity pending or agreements with any labor organization or other representative of employees to which threatened against the Company or any of its Subsidiaries. The Company and its Subsidiaries have satisfied in all material respects any legal or contractual requirements to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is a party except those failures to comply that are notrepresenting any employee of the Company or its Subsidiaries, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as would not have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; , since December 31, 2019, to the Company has made available to Parent a listing Knowledge of the number Company, (i), no allegations of employees sexual harassment, other sexual misconduct or race discrimination have been made against any employee of the Company covered by each with the title of such agreements and their classifications thereunder (including Vice President or above through the location for classifications that are not Company-wide) organized by Subsidiary; ’s anonymous employee hotline or any formal human resources communication channels at the Company, (ii) there is are no unfair labor practice charge filed with the National Labor Relations Board actions, suits, investigations or complaint proceedings pending or, to the Knowledge of the Company, threatenedthreatened related to any allegations of sexual harassment, with regard to employees other sexual misconduct or race discrimination by any employee of the Company with the title of director, Vice President or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; above and (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party tohas entered into any settlement agreements related to allegations of sexual harassment, other sexual misconduct or is otherwise bound by, race discrimination by any consent decree with any Governmental Entity relating to employees or employment practices employee of the Company with the title of Vice President or any of its Subsidiaries except those consent decrees that are notabove (or equivalent title based on role, individually responsibility or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (opay grade), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Neither Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiary Subsidiaries is a party; or has been the subject of any such agreement or contract or contract material proceeding asserting that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no committed an unfair labor practice charge filed with or any other violation of Law relating to employee matters, including those related to wages, hours, immigration and naturalization, collective bargaining, occupational safety or health standards, employment discrimination, and the National Labor Relations Board payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity, nor has there been any labor strike, dispute, walk-out, work stoppage, slow-down or complaint pending orlockout involving Company or any of its Subsidiaries. Neither Company nor any of its Subsidiaries is or has been a party to any collective bargaining agreement, collective agreement or other labor union contract or works council agreement applicable to the Knowledge of the Company, threatened, with regard to employees of the Persons employed by Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect ornor, to the Knowledge knowledge of the Company, threatened against are there any activities or proceedings of any Person to organize any such employees and no consent of, consultation of, or the Company rendering of formal advice by the unions, works councils, and other similar organizations is required to consummate the Merger or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the other transactions contemplated hereby. Any individuals engaged by Company or any of its Subsidiaries andas consultants or independent contractors, rather than employees, have been properly classified as such, are not entitled to any compensation or benefits to which regular, full-time employees are or were at the Knowledge relevant time entitled, were and have been engaged in accordance in all material respects with all applicable Laws, and have been treated accordingly and appropriately in all material respects for all Tax purposes. Copies of the Company, no union authorization campaign has all consulting or independent contractor agreements with such individuals have been conducted, within the past 12 months; (v) made available to Parent or Parent’s legal advisor and are set forth on Section 5.1(o)(v3.1(o) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applySchedules.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter nor any of its Subsidiaries is a listing of each of the party to any collective bargaining agreements agreement or other material contracts contract or agreements agreement with any labor organization or other representative of employees to which the Company or any of its Subsidiary nor is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letterbeing negotiated; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no material unfair labor practice charge filed with the National Labor Relations Board or complaint pending ornor, to the Knowledge knowledge of the executive officers of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; ; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect effect, or, to the Knowledge knowledge of the executive officers of the Company, threatened against or involving the Company or any of its Subsidiaries; Subsidiaries that has, or would be reasonably likely to have, a Company Material Adverse Effect; (iv) except as disclosed in of the Company Reports filed with the SEC prior date hereof, no representation question exists, nor to the date knowledge of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge executive officers of the Company, threatened (or pending without service of process having been made on are there any campaigns being conducted to solicit cards from the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; authorize representation by any labor organization; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity governmental authority relating to employees or employment practices of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries except those consent decrees have not incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or event exists that are not, individually or in the aggregate, reasonably likely could give rise to have a Company Material Adverse Effectliability under such Act; and and (vii) the Company and each of its Subsidiaries is are in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees employees, except those failures where the failure to comply that are notbe in compliance with each such agreement, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.contract and

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is a party except those failures to comply that are notany Contract or arrangement between or applying to, individually one or in the aggregatemore employees or other service providers and a union, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number trade union, works council, group of employees of or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the Company covered by each outcome of such agreements and collective bargaining or negotiation or consultation with respect to their classifications thereunder respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (including the location for classifications that “Collective Bargaining Agreements”). There are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board pending material activities or complaint pending proceedings or, to the Knowledge of the Company, threatenedthreatened or reasonably anticipated by any works council, union, trade union, or other labor-relations organization or entity (“Labor Organization”) to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the Company, threats thereof by or with regard respect to any employees of the Company or any of its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries, except those complaints that are notin each case as would not be material to the Company. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, individually or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization. Except as would not be expected to result in a material liability, neither the aggregateCompany nor any of its Subsidiaries, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, nor to the Knowledge of the CompanyCompany any of their respective representatives or employees, threatened against has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth would not be expected to result in Section 5.1(o)(v) of the Company Disclosure Lettera material liability, there is no grievance proceeding charge, complaint or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), other action against the Company or any of its Subsidiaries related by the National Labor Relations Board or any comparable Governmental Entity pending or to any the Knowledge of their employees except those proceedings that are notthe Company threatened. (b) Except as is not and would not reasonably be expected to, individually or in the aggregate, reasonably likely result in a material liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have a Company Material Adverse Effect; complied with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (vi) neither including the proper classification of workers as independent contractors and consultants and for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work. Neither the Company nor any of its Subsidiaries is a party toto any material conciliation agreement, or is otherwise bound by, any consent decree or other employment-related agreement or order with any Governmental Entity relating to employees Entity. (c) Each of the Company and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment practices or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries except those consent decrees that are notSubsidiaries, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and and (viiiii) neither the Company and each nor any of its Subsidiaries is has been affected by any transaction or engaged in compliance with all applicable agreementslayoffs or employment terminations sufficient in number, contracts including as aggregated, to trigger application of any similar state, local or foreign law or regulation. Neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually there has been no termination which would trigger any notice or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother obligations under WARN.

Labor Matters. As (i) Section 5.1(m)(i) of the Company Disclosure Letter sets forth an accurate and complete list, as of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing , of each of the material collective bargaining agreements agreement, effects bargaining agreement or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which between the Company or any of its Subsidiaries is and any labor organization representing individuals employed by or otherwise performing services for the Company or any of the Subsidiaries of the Company (“Company Employees”) including, without limitation, all agreements subject to enforcement under Section 301 of the Labor Management Relations Act (collectively, the “Company Labor Agreements”), setting forth for each Company Labor Agreement, the parties thereto and the expiration date. The Company has made available to Parent a party except those failures to comply that are complete and accurate copy of each Company Labor Agreement. (ii) Except as would not, individually or in the aggregate, reasonably likely be expected to have result in a Company Material Adverse Effect; , (A) neither the Company has made available to Parent a listing nor any of the number Subsidiaries of the Company is a party to or bound by any collective bargaining agreement, agreement with any works council, or labor contract, except as set forth in Section 5.1(m)(ii) of the Company Disclosure Letter; (B) no labor union, labor organization, works council, or group of employees of the Company covered by each or any of such agreements and their classifications thereunder the Subsidiaries of the Company has made a pending demand for recognition or certification; (including C) to the location for classifications that Knowledge of the Company, there are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge 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 complaint any other labor relations tribunal or authority involving the Company or any Subsidiary of the Company; (D) neither the Company nor any Subsidiary of the Company has engaged in any unfair labor practice with respect to any Company Employees; (E) there is no unfair labor practice charge, material grievance or other labor-related or employment-related administrative, arbitral or judicial complaint, action or investigation pending or, to the Knowledge of the Company, threatened, with regard to employees of threatened in writing against the Company or any of its Subsidiariesthe Subsidiaries of the Company by the National Labor Relations Board, except those complaints that any arbitration body or any other Governmental Entity (which for the purpose of this representation shall include arbitration proceedings) with respect to any Company Employee; (F) to the Knowledge of the Company, there are not, individually or in the aggregate, reasonably likely no labor union organizing activities with respect to have a any Company Material Adverse Effect; Employee; and (iiiG) there is no labor strike, material slowdownlockout, material work slowdown or stoppage or other material labor controversy in effect pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees Subsidiary of the Company and no such strike, lockout, slowdown or any of its Subsidiaries and, to stoppage has occurred since the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months;Applicable Date. (viii) Section 5.1(o)(v) of Since the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee andApplicable Date, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party tohave implemented any location closing, mass layoff or redundancy or collective dismissal of employees that could require notice and/or consultation under any Laws (including the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), or is any similar state or local plant closing or mass layoff statute, rule or regulation) and the Company and the Subsidiaries of the Company have, as applicable, provided notice to and obtained the consent or opinion of, or otherwise bound bysatisfied any applicable procedural and substantive requirements vis-à-vis, any consent decree labor union, labor organization, works council or similar representative body, in connection with the execution of this Agreement and consummation of the Transactions. (iv) The Company and the Subsidiaries of the Company are and have been since the Applicable Date in compliance with all collective bargaining agreements, agreements with any Governmental Entity relating works council, or labor contracts to employees or employment practices of which the Company or any of its the Subsidiaries of the Company is a party or bound and with all applicable Laws respecting employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours, pay equity, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations and unemployment insurance, except those consent decrees that are notfor noncompliance as, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of the date of this Agreement: (i1) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company Neither Agouron nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (2) to the Knowledge of Agouron, neither Agouron nor any of its Subsidiaries is the subject of any proceeding asserting that it or any Subsidiary has committed an unfair labor practice or sex, age, race or other discrimination or seeking to compel it to bargain with any Governmental Entity relating labor organization as to wages or conditions of employment; (3) there are no current or threatened organizational activities or demands for recognition by a labor organization seeking to represent employees of Agouron or employment practices any Subsidiary, or labor strike and no such activities have occurred during the past 24 months; (4) no grievance, arbitration, complaint or investigation is pending or, to the Knowledge of the Company Agouron, threatened against Agouron or any of its Subsidiaries except those consent decrees that are notwhich, individually or in the aggregate, would reasonably likely be expected to have a Company Material Adverse EffectEffect with respect to Agouron; and (vii5) to the Company Knowledge of Agouron, Agouron and each of its Subsidiaries Subsidiary is in compliance with all applicable laws (domestic and foreign), agreements, contracts contracts, and policies relating to employment, employment practices, wages, hours hours, and terms and conditions of employment of the employees except those for failures so to comply comply, if any, that are not, individually or in the aggregate, aggregate could not reasonably likely be expected to have a Company Material Adverse Effect. Solely Effect with respect to Agouron; (6) Agouron has complied in all material respects with its payment obligations to all employees of Agouron and its Subsidiaries in respect of all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees under any Agouron policy, practice, agreement, plan, program or any statute or other law; (7) Agouron is not liable for purposes any severance pay or other payments to any employee or former employee arising from the termination of this subsection (o)employment under any benefit or severance policy, clause (C) practice, agreement, plan, or program of Agouron, nor to the Knowledge of Agouron will Agouron have any liability which exists or arises, or may be deemed to exist or arise, under any applicable law or otherwise, as a result of or in connection with the transactions contemplated hereunder or as a result of the definition termination by Agouron of “Company Material Adverse Effect” shall not applyany persons employed by Agouron or any of its Subsidiaries on or prior to the Effective Time of the Merger except as required by Code Section 4980B; and (8) Agouron is in compliance with its obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") and part 6 and 7 of Title I of ERISA, to the extent applicable, and all other employee notification and bargaining obligations arising under any collective bargaining agreement or statute.

Labor Matters. As (a) Except as set forth on Section 3.14 of the Company Disclosure Schedule, (i) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending, or to the knowledge of the Company, threatened against or affecting the Company and during the past five years from the date of this Agreement: Agreement there has not been any such action, (iii) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is not a listing of each of the party to or bound by any collective bargaining agreements or other material contracts similar agreement with any labor organization, or agreements work rules or practices agreed to with any labor organization or other representative employee association applicable to employees of the Company, (iii) none of the employees to which of the Company is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company within the past five years, (iv) there are no written personnel policies, rules or any procedures applicable to employees of its Subsidiary is a party; any such agreement or contract or contract that covers more the Company, other than one state is specifically identified as such in those set forth on Section 5.1(o) 3.14 of the Company Disclosure Letter; Schedule, true and correct copies of which have heretofore been delivered to Parent, (v) the Company is, and its Subsidiaries are has at all times been, in compliance compliance, in all material respects, with each all applicable laws respecting employment and employment practices, terms and conditions of such employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the collective bargaining agreements National Labor Relations Act or other material contracts or agreements with any labor organization or other representative of employees to applicable laws, except for such non- compliance which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder , (including the location for classifications that are not Company-wide) organized by Subsidiary; (iivi) there is no unfair labor practice charge filed with or complaint against the Company pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or complaint any similar state or foreign agency, (vii) there is no material pending grievance arising out of any collective bargaining agreement or other grievance procedure, (viii) to the knowledge of the Company, no charges with respect to or relating to the Company are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (ix) the Company has not received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company and no such investigation is in progress, and (x) there are no complaints, lawsuits or other proceedings pending or, to the Knowledge knowledge of the Company, threatenedthreatened in any forum by or on behalf of any present or former employee of the Company, with regard to employees any applicant for employment or classes of the foregoing alleging breach by the Company or its Subsidiaries of any of its Subsidiariesexpress or implied contract or employment, except those complaints that are notany laws governing employment or the termination thereof or other discriminatory, individually wrongful or tortious conduct in connection with the aggregateemployment relationship, which, if determined adversely to the Company could reasonably likely be expected to have a Company Material Adverse Effect;. (iiib) there is no labor strikeExcept as set forth in Section 3.14(b) of the Company Disclosure Schedule, material slowdownsince the enactment of the Worker Adjustment and Retraining Notification Act (the "WARN Act"), material work stoppage (i) the Company has not effectuated a "plant -------- closing," (as defined in the WARN Act) affecting any site of employment or other material labor controversy in effect or, to the Knowledge one or more facilities or operating units within any site of employment or facility of the Company, threatened against (ii) there has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company; nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law or regulation, and (iii) none of its Subsidiaries; the Company's employees has suffered an "employment loss" (iv) except as disclosed defined in the Company Reports filed with WARN Act) during the SEC six month period prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of (a) Neither the date of this Agreement: (i) set forth in Section 5.1(o)(i) Company nor any Company Subsidiary has been or is a party to, bound by or had or has any obligations under any collective bargaining, works council, or similar agreement or other Contract with a labor union or labor organization. Neither the Company nor any Company Subsidiary has since January 1, 2019, experienced, nor to the knowledge of the Company Disclosure Letter is there now threatened, a listing of each labor dispute, strike or work stoppage or any attempt to organize or represent the labor force of the Company or the Company Subsidiaries, and, to the knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining agreements unit presently being made or other material contracts or agreements with any labor organization or other representative threatened involving employees of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(oCompany Subsidiary. (b) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the The Company has made available to Parent a listing an accurate and complete schedule that sets forth all of the number of employees of the Company covered by and Company Subsidiaries as of the date hereof (each of such agreements and their classifications thereunder a “Company Employee”), including for each: (including the location for classifications that are not Company-widei) organized by Subsidiary; name, (ii) there is no unfair labor practice charge filed with job title, (iii) Fair Labor Standards Act designation, (iv) work location (identified by street address), (v) current base salary or wage rate, (vi) current bonus or incentive opportunity, (vii) any other wage arrangements and (viii) visa and greencard application status. The Company has made available to Parent an accurate and complete schedule that sets forth the National Labor Relations Board names of each natural person who serves as an independent contractor, consultant, or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees other nonemployee service provider of the Company or any Company Subsidiary who is reasonably expected to receive payments in excess of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have $50,000 per annum (each a “Company Material Adverse Effect; (iiiContractor”) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge as of the Companydate hereof, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed together with the SEC prior to the date following information (x) description of this Agreementeach such person’s services, no union certification (y) consulting or decertification petition has been filed contracting term and (with service of process having been made on the Company z) consulting or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees contracting fee. Each of the Company and the Company’s Subsidiaries’ relationships with Company Contractors can be terminated on not more than thirty (30) days’ notice for any reason without any amounts being owed to such individuals, other than with respect to compensation or any payments accrued before the notice of its Subsidiaries and, to termination. (c) To the Knowledge knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Employee or Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries Contractor is a party to, or is otherwise bound by, any consent decree agreement or arrangement, including any confidentiality or non-competition agreement, that in any way materially adversely affects or restricts the performance of such individual’s duties. To the knowledge of the Company as of the date hereof, no Company Employee at the level of Director or above or who is involved in research and development activities intends to terminate their employment with the Company or any Governmental Entity relating Company Subsidiary. All Company Employees are employed in the United States, and all of the terms and conditions of their employment are governed exclusively by Laws of the United States or any state, country, or municipality in the United States. (d) To the knowledge of the Company, each Company Employee is (i) a United States citizen or lawful permanent resident of the United States or (ii) an alien authorized to employees or employment practices of work in the United States either specifically for the Company or any of its Company Subsidiaries except those consent decrees that are notor for any United States employer. The Company or a Company Subsidiary has completed a Form I-9 (Employment Eligibility Verification) for each Company Employee, individually and each such Form I-9 has since been updated as required by applicable Laws and is correct and complete in all material respects. (e) The Company and the Company Subsidiaries have paid in all material respects all accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Company Employees due to be paid on or before the date hereof. The Company and the Company Subsidiaries have complied in all material respects with all Laws governing the employment of personnel by United States companies, the withholding of Taxes and the employment of non-United States nationals in the aggregateUnited States, reasonably likely including those relating to have a Company Material Adverse Effect; andwages, hours, benefits, worker classification, labor, immigration, affirmative action, collective bargaining, discrimination, civil rights, paid sick leave, protected leave (including family, medical and parental leave), disability rights and accommodations, safety and health, workers’ compensation, the collection and payment of withholding or Social Security Taxes and similar Taxes. (viif) Neither the Company nor any Company Subsidiary has taken any action within the past one (1) year that could constitute a “mass layoff,” “mass termination,” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act (the “WARN Act”) and any similar Law and, during the 90-day period preceding the date hereof, no employee of the Company or Company Subsidiary has suffered an “employment loss,” with respect to the Company as defined in the WARN Act. (g) As of the date hereof, there are no controversies pending or, to the knowledge of the Company, threatened, between the Company and each of its Subsidiaries is in compliance with all applicable agreementsany Company Subsidiaries, contracts on the one hand, and policies relating to employment, employment practices, wages, hours and terms and conditions of employment any current or former service provider of the employees except those failures Company or any Company Subsidiary, on the other. No investigation, review, complaint or proceeding by any Governmental Entity or current or former service provider with respect to comply that are notthe Company and the Company Subsidiaries in relation to the employment or engagement of any individual is pending or, individually or in to the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) knowledge of the definition Company, threatened, nor has the Company or any of “Company Material Adverse Effect” shall Subsidiary received any notice from any Governmental Entity indicating an intention to conduct the same, in each case which would reasonably be expected to be material. (h) To the knowledge of the Company, no allegations of sexual harassment or misconduct have been made against any current or former director, officer, employee or service provider of the Company or any Company Subsidiary. Neither the Company not applyany Company Subsidiary has entered into any settlement agreements related to allegations of sexual harassment, misconduct or discrimination by any current or former director, officer, employee or service provider of the Company or any Company Subsidiary.

Labor Matters. As (a) Sellers have made available to Buyer a schedule setting forth the following information for each Property Employee as of the June 13, 2013: title, department, full-time/part-time status, pay type, date of this Agreement:hire, salary/wage rate, job grade and target bonus percentage. (ib) Except as set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o6.12(b) of the Company Disclosure Letter; the , (i) each Company is not and its Subsidiaries are in compliance has not been a party to or is, bound by, or otherwise obligated with each of such the respect to, any collective bargaining agreements agreement, labor union contract, trade union agreement or other material contracts foreign works council contract (any such arrangement, a “Labor Agreement”), (ii) (x) as of the Effective Date, there are no unfair labor practice charges, complaints or agreements petitions for elections pending against any Company before the National Labor Relations Board, or any similar Governmental Entity, or of which any Company has received written notice, and (y) there are no such charges, complaints or petitions that commence, or of which any Company receives written notice, between the Effective Date and the Closing Date, that subject the Companies to Liability not otherwise taken into account in the determination of Final Working Capital that is final, binding and conclusive for purposes of this Agreement pursuant to Section 3.2(b) that, in the aggregate with any labor organization Liabilities described in Section 6.9(a)(ii), is in excess of Seven Hundred Fifty Thousand Dollars ($750,000); (iii) there is no strike, slowdown, work stoppage or other representative of employees lockout, or, to which the Company Sellers’ knowledge, threat thereof, by or with respect to any of its Subsidiaries is a party except those failures to comply that are notProperty Employees, that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect; , and no such strike, slowdown, work stoppage, lockout by or with respect to any Property Employees has occurred in the Company has made available past five years. Buyer acknowledges that UNITE HERE, Local 74 represents approximately 500 employees at the Casino, and good faith negotiations are continuing on an ongoing basis with respect to Parent a listing collective bargaining agreement. The representations and warranties included in this Section 6.12(b) shall be the sole and exclusive representations and warranties of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no Sellers with respect to unfair labor practice charge filed with charges, complaints or petitions for elections pending against any Company before the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any similar Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyEntity.

Labor Matters. As of the date of this Agreement: (i) set forth Except as disclosed in Section 5.1(o)(i) 3.12 of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notas, individually or in the aggregate, has not had and would not reasonably likely be expected to have a Company Material Adverse Effect; : (a) neither the Company has made available to Parent a listing nor any of the number other Group Companies is party to or bound by any collective bargaining agreement or other Contract with any labor organization, labor union, or works council; (b) since May 17, 2019, (i) no labor union, works council, other labor organization, or group of employees of the Company covered by each or any of such agreements and their classifications thereunder (including the location other Group Companies has made a demand to the Company or any of the other Group Companies for classifications that are not Company-wide) organized by Subsidiary; recognition or certification; (ii) there is are no unfair labor practice charge filed with the National Labor Relations Board representation or complaint certification proceedings presently pending or, to the Knowledge of the Company, threatenedthreatened to be brought or filed with any labor relations tribunal or authority; and (iii) to the Knowledge of the Company, there have been no labor organizing activities with regard respect to any employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectother Group Companies; (iiic) there is are no labor strikeactive, material slowdown, material work stoppage or other material labor controversy in effect ornor, to the Knowledge of the Company, threatened threatened, labor strikes, slowdowns, work stoppages, handbillings, pickets, walkouts, lockouts or other material labor disputes or material labor Actions with respect to the employees of the Group or against or affecting the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreementother Group Companies, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), ornor, to the Knowledge of the Company, threatened have there been any such activities since May 17, 2019; (or pending without service of process having been made on d) the Company and the other Group Companies are, and since May 17, 2019 have been, in compliance with all applicable Laws governing or any of its Subsidiaries)concerning labor relations, that relates to employees of the Company or any of its Subsidiaries employment and employment practices; and, (e) to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding current or arbitration proceeding arising out of former directors or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices officers of the Company or any of its Subsidiaries except those consent decrees that are notthe other Group Companies is in any material respect in violation of any term of any employment agreement, individually nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, non-solicitation agreement, restrictive covenant or in the aggregate, reasonably likely other obligation: (i) owed to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment or any of the employees except those failures other Group Companies, or (ii) owed to comply that are not, individually any third party with respect to such person’s right to be employed or in engaged by the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) or any of the definition of “Company Material Adverse Effect” shall not applyother Group Companies.

Labor Matters. As Except for such matters which would not have individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its subsidiaries has received written notice during the past two years of the date intent of this Agreement: (i) set forth in Section 5.1(o)(i) any Governmental Entity responsible for the enforcement of the Company Disclosure Letter is a listing labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) subsidiaries and, to the knowledge of the Company Disclosure Letter; the Company and its Subsidiaries are Company, no such investigation is in compliance with each of progress. Except for such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to matters which the Company or any of its Subsidiaries is a party except those failures to comply that are notwould not have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder , (including the location for classifications that are not Company-wide) organized by Subsidiary; (iii) there is are no unfair labor practice charge filed (and have not been during the two year period preceding the date hereof) strikes or lockouts with the National Labor Relations Board or complaint pending or, respect to the Knowledge of the Company, threatened, with regard to any employees of the Company or any of its Subsidiariessubsidiaries (the “Company Employees”), except those complaints that are not(ii) to the knowledge of the Company, individually there is no (and has not been during the two year period preceding the date hereof) union organizing effort pending or in threatened against the aggregateCompany or any of its subsidiaries, reasonably likely to have a Company Material Adverse Effect; (iii) there is no (and has not been during the two year period preceding the date hereof) unfair labor strikepractice, material slowdown, material work stoppage labor dispute (other than routine individual grievances) or other material labor controversy in effect arbitration proceeding pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries; subsidiaries, (iv) except as disclosed in there is no (and has not been during the Company Reports filed with the SEC prior to two year period preceding the date of this Agreement, no union certification hereof) slowdown or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), work stoppage in effect or, to the Knowledge knowledge of the Company, threatened (or pending without service of process having been made on with respect to the Company or Employees, and (v) the Company and its subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Company nor any of its Subsidiaries), that relates to employees subsidiaries has any liabilities under the Worker Adjustment and Retraining Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local law as a result of any action taken by the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are notwould have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither . Neither the Company nor any of its Subsidiaries subsidiaries is a party to, or is otherwise bound by, to any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are notcollective bargaining agreements. Except as would not have, individually or in the aggregate, reasonably likely to have aggregate a Company Material Adverse Effect; and (vii) , all individuals that have been or that are classified by the Company as independent contractors have been and each are correctly so classified, and none of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment such individuals could reasonably be classified as an employee of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyCompany.

Labor Matters. As of Except as disclosed in the date of this Agreement: (i) set forth in Section 5.1(o)(i) of Filed SEC Documents, neither the Company Disclosure Letter nor any of its subsidiaries is a listing of each of the party to any collective bargaining agreements agreement, memorandum of understanding, settlement or other material contracts or agreements labor agreement with any union or labor organization and no union or other representative of employees to which labor organization has been recognized by the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified subsidiaries as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective an exclusive bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except subsidiaries. Except as disclosed in the Company Reports filed with the Filed SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), orDocuments, to the Knowledge of the Company's knowledge, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to there is no current union representation question involving employees of the Company or any of its Subsidiaries andsubsidiaries, nor does the Company have knowledge of any significant activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. Except as disclosed in the Knowledge Filed SEC Documents, neither the Company nor any of its subsidiaries has made any commitment that would require the application of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) terms of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on agreements entered into by the Company or any of its Subsidiaries), orsubsidiaries to Bethlehem, to any joint venture of Bethlehem, or to any subsidiary of Bethlehem. Except as disclosed in the Knowledge Filed SEC Documents there is no material labor dispute, strike, picketing or work stoppage, or any lockout, involving employees of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates)subsidiaries pending or, to the Company's knowledge, threatened against or involving the Company or any of its subsidiaries. Except as disclosed in Filed SEC Documents, (i) there is no grievance, arbitration, unfair labor practice, investigation, employment discrimination or other labor or employment related charge, complaint or claim against the Company or any of its Subsidiaries related subsidiaries pending before any court, arbitrator, mediator or governmental agency or tribunal, or, to the Company's knowledge, threatened, and (ii) there has been no adjudication by any of their employees except those proceedings that are notcourt, individually arbitrator, mediator or governmental agency or tribunal that, in the aggregatecase of either (i) or (ii), has or that would reasonably likely be expected to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of material adverse effect on the Company or any of its Subsidiaries except those consent decrees that are not, individually otherwise limit or in affect the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment business operations of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyCompany.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements There are no strikes, work stoppages, slowdowns or other material contracts lockouts pending, or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; occur in the Company has made available to Parent a listing of immediate future, against or involving the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company Borrower or any of its Subsidiaries, except other than those complaints that are not, individually or which in the aggregate, reasonably likely to have aggregate would not constitute or result in a Company Material Adverse Effect;Change. (iiib) there is There are no labor strike, material slowdown, material work stoppage arbitrations or other material labor controversy in effect or, to grievances pending against or involving the Knowledge of the Company, threatened against the Company Borrower or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior , nor, to the date best knowledge of this AgreementBorrower, no union certification are there any arbitrations or decertification petition has been filed (with service of process having been made on grievances threatened involving the Company Borrower or any of its Subsidiaries), other than those which in the aggregate would not constitute or result in a Material Adverse Change. (c) Neither the Borrower nor any of its Subsidiaries are parties to, or have any obligations under, any collective bargaining agreement, other than collective bargaining agreement(s) copies of which (certified by the Borrower as being true, correct and complete) have been furnished to the Agent. (d) There are no representation proceedings pending, or, to the Knowledge best knowledge of the CompanyBorrower, threatened (with the National Labor Relations Board, and no labor organization or pending without service group of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company Borrower or any of its Subsidiaries andhave made a pending demand for recognition, to other than those which in the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months;aggregate would not constitute or result in a Material Adverse Change. (ve) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings There are no unfair labor practice charges, grievances or complaints pending before the National Grievance Committee and, except as set forth or in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge best knowledge of Borrower, threatened by or on behalf of any employee or group of employees of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company Borrower or any of its Subsidiaries related to any of their employees except other than those proceedings that are not, individually or which in the aggregate, reasonably likely to have aggregate would not constitute or result in a Company Material Adverse Effect;Change. (vif) neither There are no complaints or charges against the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company Borrower or any of its Subsidiaries except pending or, to the best knowledge of Borrower, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment by the Borrower or any of its Subsidiaries of any individual, other than those consent decrees that are not, individually or which in the aggregate, reasonably likely to have aggregate would not constitute or result in a Company Material Adverse Effect; andChange. (viig) the Company The Borrower and each of its Subsidiaries is in compliance with all applicable agreementslaws, contracts and policies all orders of any court, governmental agency or arbitrator, relating to employmentthe employment of labor, employment practices, including all such laws relating to wages, hours hours, collective bargaining, discrimination, civil rights, and terms the payment of withholding and/or social security and conditions of employment of the employees except those failures to comply that are notsimilar taxes, individually or other than such non compliances as in the aggregate, reasonably likely to have aggregate would not constitute or result in a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyChange.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries nor, to the Company’s knowledge, any of the Company Joint Ventures is a party except those failures to comply that are notto, individually or in the aggregatebound by, reasonably likely to have any collective bargaining agreement, contract or other agreement or understanding with a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board union or complaint pending or, to the Knowledge of labor organization. To the Company’s knowledge, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that there are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage unions or other material labor controversy in effect or, organizations attempting to the Knowledge of the Company, threatened against the Company or represent any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) or any of the Company Disclosure Letter sets forth all grievance proceedings Joint Ventures. There are no pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against material representation petitions involving either the Company or any of its Subsidiaries related or, to the Company’s knowledge, any of their employees the Company Joint Ventures before the National Labor Relations Board or any state labor board, except those proceedings in each case that are would not, individually or in the aggregate, reasonably likely be material to have the Company and its Subsidiaries taken as a Company Material Adverse Effect; (vi) neither whole. Neither the Company nor any of its Subsidiaries is a party tonor, or is otherwise bound byto the Company’s knowledge, any consent decree of the Company Joint Ventures is subject to any material unfair labor practice charge or complaint, dispute, strike or work stoppage. To the knowledge of the Company, there are no material organizational efforts with any Governmental Entity relating respect to the formation of a collective bargaining unit presently being made or threatened involving employees or employment practices of the Company or any of its Subsidiaries or any of the Company Joint Ventures. (b) The Company, each of its Subsidiaries and, to the knowledge of the Company, each of the Company Joint Ventures is in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or human resources personnel policies (to the extent they contain enforceable obligations), handbooks or manuals, and severance or separation agreements, except those consent decrees in each case that are would not, individually or in the aggregate, reasonably likely be material to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is taken as a whole. The Company, its Subsidiaries and, to the knowledge of the Company, the Company Joint Ventures are in compliance in all material respects with all applicable agreements, contracts and policies relating Laws related to employment, employment practices, wages, hours and other terms and conditions of employment of the employees employment, except those failures to comply in each case that are would not, individually or in the aggregate, reasonably likely be material to have the Company and its Subsidiaries taken as a Company Material Adverse Effectwhole. Solely for purposes As of the date of this subsection (o)Agreement, clause (C) neither the Company nor any of its Subsidiaries has a material labor or employment dispute currently subject to any grievance procedure, arbitration or litigation, or to the knowledge of the definition of “Company Material Adverse Effect” shall not applyCompany, threatened against it.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is a party except those failures to comply that are notany Contract or arrangement between or applying to, individually one or in the aggregatemore employees or other service providers and a union, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number trade union, works council, group of employees of or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the Company covered by each outcome of such agreements and collective bargaining or negotiation or consultation with respect to their classifications thereunder respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (including the location for classifications that “Collective Bargaining Agreements”). There are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board pending material activities or complaint pending proceedings or, to the Knowledge of the Company, threatenedthreatened or reasonably anticipated by any works council, union, trade union, or other labor-relations organization or entity (“Labor Organization”) to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the Company, threats thereof by or with regard respect to any employees of the Company or any of its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries, except those complaints that are notin each case as would not be material to the Company. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization except in each case as, individually or in the aggregate, is not and would not reasonably likely be expected to have be material to the Company and its Subsidiaries, taken as a whole. Except as would not be expected to result in a material liability, neither the Company Material Adverse Effect; (iii) there is no labor strikenor any of its Subsidiaries, material slowdown, material work stoppage or other material labor controversy in effect or, nor to the Knowledge of the CompanyCompany any of their respective representatives or employees, threatened against has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth would not be expected to result in Section 5.1(o)(v) of the Company Disclosure Lettera material liability, there is no grievance proceeding charge, complaint or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), other action against the Company or any of its Subsidiaries related by the National Labor Relations Board or any comparable Governmental Entity pending or to any the Knowledge of their employees the Company threatened. (b) The Company and its Subsidiaries have complied with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, except those proceedings that are notin each case as, individually or in the aggregate, is not and would not reasonably likely be expected to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect; (vi) neither whole. Neither the Company nor any of its Subsidiaries is a party toto any material conciliation agreement, or is otherwise bound by, any consent decree or other employment-related agreement or order with any Governmental Entity relating to employees Entity. (c) Each of the Company and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment practices or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries except those consent decrees that are notSubsidiaries, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and and (viiiii) neither the Company and each nor any of its Subsidiaries is has been affected by any transaction or engaged in compliance with all applicable agreementslayoffs or employment terminations sufficient in number, contracts including as aggregated, to trigger application of any similar state, local or foreign law or regulation. Neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually there has been no termination which would trigger any notice or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother obligations under WARN.

Labor Matters. As of the date of this Agreement: (i) Except as set forth on SCHEDULE 4.18, there are (a) not in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements existence or other material contracts or agreements with threatened any labor organization strikes, disputes, slowdowns, lockouts or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of work stoppages by employees of the Company covered by each of Company, and during the past five (5) years there has not been any such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending action in existence or, to the Knowledge of the CompanyCompany and the Seller, threatened, (b) no collective bargaining agreements to which the Company is a party, nor any other Contract or work rules or practices agreed to, with regard any labor organization or employee association, (c) no grievance or arbitration Proceedings arising out of any arrangements, formal or informal, to which the Company is a party relating to employment policies, (d) no unfair labor practice charges or complaints against the Company pending or threatened, before the National Labor Relations Board or any similar Governmental Body, (e) no charges with respect to or relating to the Company pending or threatened before the Equal Employment Opportunity Commission or any other Governmental Body responsible for the prevention of unlawful employment practices, (f) no representation of the employees of the Company or by any of its Subsidiarieslabor organization, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, and to the Knowledge of the Company, threatened against Company and the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this AgreementSeller, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), ororganizing activities among such employees nor, to the Knowledge Company's and the Seller's Knowledge, any question concerning such representation concerning such employees, (g) no notices received by the Company of the intent of any Governmental Body responsible for the enforcement of any labor or employment laws to conduct an investigation with respect to or relating to the Company, nor, to the Company's and the Seller's Knowledge, is any such investigation in progress, (h) no written personnel policies, rules or procedures applicable to any employees of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(vemployee handbooks, true, correct and complete copies of which have been provided to the Purchaser, nor any representation regarding longevity of employment to any such employee, or (i) no instances of noncompliance by the Company Disclosure Letterwith any applicable Legal Requirement respecting employment or employment practices, no grievance proceeding or arbitration proceeding arising out terms and conditions of or under any collective bargaining agreement is pending (with service employment, wages, hours of process having been made on the Company or any of its Subsidiaries), orwork and, to the Knowledge of Company's and the CompanySeller's Knowledge, threatened (or pending without service of process having been made on the Company or any of its Affiliates)occupational safety and health, against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, where such noncompliance would not individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party toaggregate have, or is otherwise bound bycould not reasonably be expected to have, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) Since the enactment of the definition WARN Act, the Company has not effectuated or experienced (x) a "PLANT CLOSING" (as defined in the WARN Act) affecting any site of “employment or one (1) or more facilities or operating units within any site of employment or facility used by the Company Material Adverse Effect” shall not applyor (y) a "MASS LAYOFF" (as defined in the WARN Act) affecting any site of employment or facility used by the Company, nor has the Company been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law.

Labor Matters. (a) As of the date of this Agreement: , (i) set forth in Section 5.1(o)(i) of neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is a party except those failures to comply that are notany collective bargaining agreement or other agreement with any labor union, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to union representation petition involving employees of the Company or any of its Subsidiaries, except those complaints and (iii) the Company does not have knowledge of any activity or Proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees. (b) As of the date of this Agreement, there is no unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, or, to the knowledge of the Company, threatened, other than such matters that are notwould not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;. (iiic) As of the date of this Agreement, there is no labor strike, material dispute, slowdown, material work stoppage or other material labor controversy in effect lockout pending, or, to the Knowledge knowledge of the Company, threatened, against or involving the Company or any of its Subsidiaries, other than such matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company and its Subsidiaries are, and since January 1, 2017 have been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, and there are no Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date , by or on behalf of this Agreementany applicant for employment, no union certification any current or decertification petition has been filed (with service of process having been made on the Company former employee or any of its Subsidiaries), or, to the Knowledge class of the Companyforegoing, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related relating to any of their employees except those proceedings the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship, other than any such matters described in this sentence that are notwould not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) . Since January 1, 2017, neither the Company nor any of its Subsidiaries is a party tohas received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or is otherwise bound by, any consent decree with any other Governmental Entity relating to employees responsible for the enforcement of labor or employment practices of Laws to conduct an investigation with respect to the Company or any of its Subsidiaries except those consent decrees that are notwhich would reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As (a) The Company has made available to the Parent complete and correct copies of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the all collective bargaining agreements or and other material labor union contracts or agreements with (including all amendments thereto) applicable to any labor organization or other representative employees of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; Subsidiaries (the “Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any CBAs”). (b) No labor union, labor organization or other representative group of employees to which of the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company Subsidiaries has made available to Parent a listing demand for recognition or certification pending as of the number of employees date hereof, and there are no representation or certification proceedings or petitions seeking a representation proceeding pending as of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending date hereof or, to the Knowledge of the Company, threatenedthreatened as of the date hereof to be brought or filed with any labor relations tribunal or authority. To the Knowledge of the Company, there are no labor union organizing activities pending or threatened as of the date hereof with regard respect to any employees of the Company or any of its the Company Subsidiaries. (c) Neither the Company nor any of the Company Subsidiaries is currently engaged in any layoffs or employment terminations sufficient in number to trigger application of the Worker Adjustment and Retraining Notification Act of 1988, except those complaints as amended (the “WARN Act”), the Wisconsin WARN Act, Section 109.07 of the Wisconsin Statutes, or any similar state, local or foreign law, and neither the Company nor any of the Company Subsidiaries has any liabilities under the WARN Act that are not, individually have had or in the aggregate, would reasonably likely be expected to have a Company Material Adverse Effect;. (iiid) there To the Knowledge of the Company, no employee of the Company or any of the Company Subsidiaries is no labor strikein any material respect in violation of any term of any employment-related agreement, material slowdownnondisclosure agreement, material work stoppage noncompetition agreement, restrictive covenant or other material obligation to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or any of the Company Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. (e) To the Knowledge of the Company, no current officer or key employee of the Company or any of the Company Subsidiaries intends to terminate his or her employment, whether on account of the transactions contemplated by this Agreement or for any other reason. (f) The Company and each of the Company Subsidiaries are and have been in compliance with all applicable Laws respecting employment and employment practices, including, all laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor controversy relations, employee leave issues and unemployment insurance, except where any failure to be in effect compliance would not reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, the Company and each of the Company Subsidiaries are not delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. Neither the Company nor any of the Company Subsidiaries is a party to, or otherwise bound by, any Order relating to employees or employment practices. (g) From January 1, 2005 to the date of this Agreement, there has been no actual, or, to the Knowledge of the Company, threatened labor disputes, strikes, slowdowns, work stoppages or lockouts by or with respect to any employee of the Company or any of the Company Subsidiaries. (h) There are no arbitrations, written grievances or written complaints outstanding or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with Subsidiaries under any of the SEC prior Company CBAs, except for such matters as would not reasonably be expected to the date result in a Company Material Adverse Effect. None of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), the Company Subsidiaries has received (i) notice of any unfair labor practice charge or complaint pending or, to the Knowledge of the Company, threatened (or pending without service of process having been made on before the Company National Labor Relations Board or any other Governmental Authority against them, (ii) written notice of its Subsidiaries), that relates any charge or complaint with respect to employees of the Company or any of its Subsidiaries and, relating to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings them pending before the National Grievance Committee andEqual Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, except as set forth in Section 5.1(o)(v(iii) notice of the Company Disclosure Letterintent of any Governmental Authority responsible for the enforcement of labor, no grievance employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (iv) notice of any complaint, lawsuit or other proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (in any forum by or pending without service on behalf of process having been made on any present or former employee of such entities, any applicant for employment or classes of the Company foregoing alleging breach of any express or implied contract of employment, any of its Affiliates)applicable law governing employment or the termination thereof or other discriminatory, against wrongful or tortious conduct in connection with the Company or employment relationship, except for any of its Subsidiaries related notice pertaining to any of their employees except those proceedings that are not, individually or matters which would not reasonably be expected to result in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of (a) Except as disclosed in the date of this Agreement: Filed Company SEC Reports, (i) set forth in Section 5.1(o)(i) none of the Company Disclosure Letter Acquired Corporations is a listing of each party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization; (ii) none of the collective bargaining agreements Acquired Corporations is the subject of any Legal Proceeding asserting that any of the Acquired Corporations has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment; (iii) there is no strike, lockout, work stoppage or other material contracts labor dispute involving any of the Acquired Corporations pending or, to the Company’s Knowledge, threatened; (iv) no complaint, charge or agreements with Legal Proceeding by or before any Governmental Body brought by or on behalf of any employee, prospective employee, former employee, independent contractor, retiree, labor organization or other representative of its employees is pending or, to which the Company or Company’s Knowledge, threatened against any of its Subsidiary the Acquired Corporations; (v) to the Company’s Knowledge, all positions that are classified as exempt from applicable wage and hour laws have been properly classified as exempt from applicable wage and hour laws, and to the Company’s Knowledge all employees have been properly paid in accordance with applicable Legal Requirements, in all material respects, and the Acquired Corporations have properly maintained all legally required records relating to wages and hours worked for each employee, (v) no grievance is pending or, to the Company’s Knowledge, threatened against any of the Acquired Corporations; (vi) none of the Acquired Corporations is a partyparty to, or otherwise bound by, any consent decree with, or citation by, any Governmental Body relating to employees or employment practices; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o(vii) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any no labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number group of employees of any of the Company covered by each of such agreements and their classifications thereunder (including the location Acquired Corporations has made a pending demand for classifications that recognition or certification, there are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed, with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company any other labor relations tribunal or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries authority and, to the Knowledge of the Company’s Knowledge, no union authorization organizing campaign is ongoing or threatened with respect to the employees of any of the Acquired Corporations; and (viii) since December 31, 2005, none of the Acquired Corporations has been conductedordered or implemented a plant closing, within mass layoff or other group employment termination that required the past 12 months;issuance of notice under, or was otherwise covered by, the Worker Adjustment and Retraining Notification (WARN) Act or any similar state and local law. (vb) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of To the Company’s Knowledge, threatened (or pending without service of process having been made on the Company or any of its Affiliates)Acquired Corporations are, against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are notand at all times since December 31, individually or 2006 have been, in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in material compliance with all applicable agreements, contracts and policies each Legal Requirement relating to employment, equal employment practicesopportunity, nondiscrimination, leave of absence, disability accommodation, immigration, wages, hours hours, benefits, the rights of employees concerning labor unions and terms and conditions other concerted activity, collective bargaining, layoffs or terminations of employment (including the WARN Act), the payment of social security and similar taxes, income tax withholding, occupational safety and health, recordkeeping, reporting, posting, notices and/or privacy rights of employees. Since December 31, 2007, to the Company’s Knowledge, none of the employees except those failures Acquired Corporations has been a party to comply that are notany material action in which any of the Acquired Corporations was, individually or in the aggregateis, reasonably likely alleged to have a Company Material Adverse Effect. Solely for purposes violated any Legal Requirement relating to employment, equal employment opportunity, nondiscrimination, leave of this subsection absence, disability accommodation, immigration, wages, hours, benefits, the rights of employees concerning labor unions and other concerted activity, collective bargaining, layoffs or terminations of employment (oincluding the WARN Act), clause (C) the payment of the definition social security and similar taxes, occupational safety and health, recordkeeping, reporting, posting, notices and/or privacy rights of “Company Material Adverse Effect” shall not applyemployees.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither Neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. To the Company’s knowledge, there are no labor unions or other organizations attempting to represent any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries. There are no pending or, to the knowledge of the Company, threatened, representation petitions involving either the Company or any of its Subsidiaries before the National Labor Relations Board or any state labor board. Neither the Company nor any of its Subsidiaries has engaged or is engaging in any unfair labor practice. Neither the Company nor any of its Subsidiaries is subject to any unfair labor practice charge or complaint, dispute, strike or work stoppage, nor, to the knowledge of the Company, is any such charge or complaint, dispute, strike or work stoppage threatened. To the knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries is in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or human resources personnel policies (to the extent they contain enforceable obligations), handbooks or manuals, and severance or separation agreements, except those consent decrees in each case that are would not, individually or in the aggregate, reasonably likely be material to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is taken as a whole. The Company and its Subsidiaries are in compliance in all material respects with all applicable agreements, contracts and policies relating Laws related to employment, employment practices, wages, hours and other terms and conditions of employment of the employees employment, except those failures to comply in each case that are would not, individually or in the aggregate, reasonably likely be material to the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has any grievance procedure, arbitration or litigation involving a labor or employment dispute pending, or to the knowledge of the Company, threatened against it. The Company and each of its Subsidiaries are, and since January 1, 2006, have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, code, regulation, judgment, order, injunction, decree or agency requirement of any Governmental Entity, related to employment, employment practices, wages, hours and other terms and conditions of employment except where such non-compliance, default or violation would not have, individually or in the aggregate, a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As (a) Neither Seller nor any of the date Companies, other than Roseland Property, has (or has ever had) any employees. All Persons who are employed in the conduct of the Business are employed by Roseland Property. Any references in this Agreement:Section 3.21 to employees or former employees of the Companies shall be deemed to constitute references to employees or former employees of Roseland Property, and not to any of the other Companies, to the extent necessary in order to make such references factually accurate. (ib) Except as set forth in Section 5.1(o)(i3.21(a) of the Company Disclosure Letter is a listing of each Schedule, none of the Companies are subject to or a party to any collective bargaining agreements or other material contracts or agreements with any labor agreement, and to Seller’s Knowledge, there are no union organization or other representative of efforts underway among the employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements entities. There are no strikes, slowdowns or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries)stoppages pending, or, to the Knowledge of the CompanySeller’s Knowledge, threatened (or pending without service of process having been made on the Company or between any of its Subsidiaries), that relates to employees of the Company or them and any of its Subsidiaries andtheir respective employees, and none of such entities has experienced any such strike, slowdown or work stoppage within the past three years. The Companies are in material compliance with all applicable Laws (including common law) respecting employment practices, labor, terms and conditions of employment and wages and hours and the payment and withholding of Taxes, and to the Knowledge of the CompanySeller, there are no union authorization campaign has been conductedsuits, within the past 12 months;actions, disputes, claims (other than routine claims for benefits), investigations, charges or audits pending or threatened relating to discrimination in employment or employment practices. (vc) Section 5.1(o)(v) No employee of any of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries Companies is a party to, or is otherwise bound by, any consent decree agreement, including any confidentiality, noncompetition or proprietary rights agreement, between such employee and any of the Companies or, to the Knowledge of Seller, any other Person that materially adversely affects or will affect: (A) the performance of that employee’s duties as an employee of the Companies; or (B) the ability of Purchaser and the Parents to conduct the Business following the Closing. To the Knowledge of Seller, no officer or other key employee of any of the Companies with annual compensation in excess of $200,000 intends to terminate employment with the Companies prior to Closing or with the Companies, Purchaser and the Parents following the Closing. (d) The Companies have made all required payments to the relevant unemployment compensation reserve account with the appropriate governmental departments with respect to the employees of the Business and such accounts have positive balances. (e) The employment of each of the Companies’ employees is terminable at will without cost to the Companies except for payments required under the Plans and the payment of accrued salaries or wages and vacation pay. No employee or former employee has any Governmental Entity right to be rehired by the Companies prior to the Companies’ hiring a Person not previously employed by the Companies. (f) Except as would not result in material liability to the Companies, in respect of those employees of the Companies who are engaged in the Business, the Companies have complied in all material respects with the requirements of the Immigration Reform and Control Act of 1986, The Immigration Act of 1990, The Illegal Immigration Reform and Immigrant Responsibility Act of 1996, the Immigration and Nationality Act as amended and all other Laws pertaining to immigration. To Seller’s Knowledge, no current employees of the Companies have ever worked for the Companies without proper employment authorization, including authorization from the Department of Homeland Security or the legacy Immigration and Naturalization Service. Substantially all Form I-9’s have been properly completed by the present employees of the Companies to the extent required by applicable Laws, and the Companies have retained such forms to the extent required by applicable Laws. To Seller’s Knowledge since January 1, 2010, there have been no letters received from the Social Security Administration (SSA) regarding the failure of any such employee’s Social Security number to match their name in the SSA database and there have been no letters or other correspondence received from the Department of Homeland Security or other agencies regarding the employment authorization of any such employees. There are no Actions pending or, to the Knowledge of the Seller, threatened against the Companies relating to employees the compliance with Laws pertaining to immigration matters with respect to the Business. (g) All individuals employed or employment practices engaged by the Companies or allowed by the Companies to provide services to the Companies or for the benefit of the Company Companies are properly classified under the wage and hours laws applicable to them. No individual classified as an independent contractor should have been classified as a full-time employee. All individuals who provide services for or on behalf of the Companies have received all notices required by any applicable law to be provided by or on behalf of its Subsidiaries except those consent decrees that the Companies including without limitation as to amount, method, timing or calculation of pay or pay rate. All paychecks issued to any individual who provides services to or on behalf of the Companies have been accurate in all respects. The Companies maintain, and for the last three (3) years have maintained, in full force and effect, workers compensation insurance, unemployment insurance, and disability insurance with respect to each individual to whom they are not, individually or in the aggregate, reasonably likely obligated by any law to have a Company Material Adverse Effect; andprovide such coverage. (viih) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (CSection 3.21(g) of the definition Disclosure Schedule contains a list of “Company Material Adverse Effect” shall not applyall employees of the Companies as of the date of this Agreement and said list correctly reflects their base salaries, bonuses, dates of employment and positions.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the The Company and its Subsidiaries are in compliance with each all applicable laws respecting employment and employment practices, terms and conditions of such employment, health and safety, and wages and hours; (ii) Neither the collective bargaining agreements Company nor any of its Subsidiaries has received written notice of any charge or other material contracts or agreements with any labor organization or other representative of employees to which complaint against the Company or any of its Subsidiaries is a party except those failures to comply that are notpending before the Equal Employment Opportunity Commission, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board Board, or complaint any other government agency or court or other tribunal regarding an unlawful employment practice; (iii) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement and there is no labor strike, slowdown or stoppage actually pending or, to the Knowledge knowledge of the Company, threatened, with regard to threatened against or affecting the Company or any of its Subsidiaries; (iv) Neither the Company nor any of its Subsidiaries has received notice that any representation petition respecting the employees of the Company or any of its SubsidiariesSubsidiaries has been filed with the National Labor Relations Board, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect orand, to the Knowledge knowledge of the Company, threatened against there has been no labor union prior to the date hereof organizing any employees of the Company or any of its Subsidiaries; Subsidiaries into one or more collective bargaining units; (ivv) except as disclosed in the Company Reports filed with the SEC prior There are no complaints, lawsuits, arbitrations or other proceedings pending, or to the date knowledge of this Agreementthe Company, no union certification threatened by or decertification petition has been filed (with service on behalf of process having been made on any present or former employee of the Company or any of its Subsidiaries), or, to Subsidiaries alleging breach of any express or implied contract of employment; (vi) To the Knowledge knowledge of the Company, threatened (no federal, state, or pending without service local agency responsible for the enforcement of process having been made on labor or employment laws intends to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries)Subsidiaries and no such investigation is in progress; (vii) There are no personnel arrangements, that relates understandings, policies, rules or procedures (whether written or oral) applicable to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) other than those set forth in Section 5.1(o)(v3.21(a) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee andSchedule, except true, correct and complete copies of which have heretofore been delivered to Parent; and (viii) There are no employment contracts, severance agreements, confidentiality agreements (other than standard employee non-disclosure agreements as set forth in contemplated by Section 5.1(o)(v3.21(vii)) or any other agreements (whether written or oral) with any employees of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of Subsidiary thereto. (b) The Company and its Subsidiaries), or, to Subsidiaries are and have been in substantial compliance with all notice and other requirements under the Knowledge Worker Adjustment and Retaining Notification Act ("WARN") or similar state statute. None of the Company, threatened (or pending without service employees of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related have suffered an "employment loss" (as defined in WARN) during the ninety (90)-day period prior to any the execution of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;this Agreement. (vic) neither Neither the Company nor any of its Subsidiaries is a party tobound by any contract, arrangement, understanding, policy, rule or is otherwise bound by, any consent decree with any Governmental Entity relating procedure (whether written or oral) that restricts its ability to employees or terminate the employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually employees at any time without payment or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother liability.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in Section 5.1(o)(i3.12(a) of the Company Disclosure Letter is a listing of each Schedules, the Company and its Subsidiaries are neither party to nor bound by any Collective Bargaining Agreement and no employees of the collective bargaining agreements Company or its Subsidiaries are represented by any labor union, works council, or other material contracts or agreements with any labor organization with respect to the employment with the Company or its Subsidiaries. Current, correct and complete copies of any Collective Bargaining Agreements set forth in Section 3.12(a) of the Company Disclosure Schedules have been provided to Parent. (b) Since December 31, 2018, there have been no actual or, to the Knowledge of the Company, threatened material strikes, lockouts, work stoppages, slowdowns, picketing, handbilling or other representative of employees to which labor disputes against or affecting the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) Subsidiaries. To the Knowledge of the Company Disclosure Letter; Company, in the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements past three years, there has been no material union organizing effort or other material contracts activity pending or agreements with any labor organization or other representative of employees to which threatened against the Company or any of its Subsidiaries. The Company and its Subsidiaries have satisfied in all material respects any legal or contractual requirements to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization or works council, which is a party except those failures to comply that are notrepresenting any employee of the Company or its Subsidiaries, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. (c) Except as would not have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; , since December 31, 2018, to the Company has made available to Parent a listing Knowledge of the number Company, (i), no allegations of employees sexual harassment, other sexual misconduct or race discrimination have been made against any employee of the Company covered by each with the title of such agreements and their classifications thereunder (including Vice President or above through the location for classifications that are not Company-wide) organized by Subsidiary; ’s anonymous employee hotline or any formal human resources communication channels at the Company, (ii) there is are no unfair labor practice charge filed with the National Labor Relations Board actions, suits, investigations or complaint proceedings pending or, to the Knowledge of the Company, threatenedthreatened related to any allegations of sexual harassment, with regard to employees other sexual misconduct or race discrimination by any employee of the Company with the title of director, Vice President or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; above and (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party tohas entered into any settlement agreements related to allegations of sexual harassment, other sexual misconduct or is otherwise bound by, race discrimination by any consent decree with any Governmental Entity relating to employees or employment practices employee of the Company with the title of Vice President or any of its Subsidiaries except those consent decrees that are notabove (or equivalent title based on role, individually responsibility or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (opay grade), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As (a) Schedule 3.10(a) sets forth a complete and correct list of all employees of the date Company, including for each such employee his or her (i) name; (ii) job title; (iii) status as a full-time or part-time employee; and (iv) base salary or wage rate. Schedule 3.10(a) also lists each employee of this Agreement:the Company who is not actively at work for any reason other than vacation, and the reason for such absence. (b) Schedule 3.10(b) sets forth a complete and correct list of all individuals who perform services for the Company as an independent contractor, the services they perform, and their rate of compensation. (c) No employees of the Company are covered by a collective bargaining agreement. No employees of the Company are, or within the last three years have been, represented by a union or other bargaining agent, and, to the knowledge of the Company or the Stockholders, no employee organizing efforts are pending with respect to employees of the Company. There has been no strike, work slowdown or other material labor dispute with respect to employees of the Company, nor to the knowledge of the Company or the Stockholders, is any strike, work slowdown or other material labor dispute pending. The Company is not involved in nor, to the knowledge of the Company or the Stockholders, threatened with any arbitration, lawsuit or administrative proceeding relating to labor matters involving the employees of the Company. (d) Except as disclosed in Schedule 3.10(d): (i) set forth in Section 5.1(o)(i) of the The Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreementslabor, contracts social security and policies relating other applicable Laws and employment agreements and has paid all social security, profit sharing, savings fund, housing fund and all other charges and contributions required by applicable Laws; (ii) There is no pending social security or labor complaint involving the Company or, to employment, employment practices, wages, hours and terms and conditions of employment the knowledge of the employees except those failures Company and the Stockholders, threatened, before any Governmental Entity from which an obligation or liability may arise or be asserted against the Company; (iii) There is no pending labor dispute or, to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) knowledge of the definition Company and the Stockholders, threatened, against the Company from which an obligation or liability may arise or be asserted against the Company; and (iv) No Action has been filed or, to the knowledge of “the Company Material Adverse Effect” shall not applyand the Stockholders, threatened, by any labor union seeking to enter into a collective bargaining agreement with the Company.

Labor Matters. As (a) The Company has made available to Parent a complete and accurate list, as of the date of this Agreement: (i) set forth in Section 5.1(o)(i) , of each employee of the Company Disclosure Letter is a listing and its Subsidiaries, and each employee’s annual compensation and at-will employment status. To the Knowledge of the Company, the Company and each of its Subsidiaries has, for purposes of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; Employee Plan, correctly classified those individuals performing services for the Company and its Subsidiaries are in compliance with each as common law employees, leased employees, or independent contractors of such the Company and its Subsidiaries. (b) (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreements agreement, labor union contract, neutrality agreement, trade union agreement or other material contracts or agreements with any labor organization or other representative agreement concerning the representation of employees to which Persons employed by the Company or any of its Subsidiaries is (each a party except those failures “Collective Bargaining Agreement”) with any union, works council, or other labor organization; (ii) to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing Knowledge of the number Company, there are no activities or proceedings of any labor organization, works council or trade union to organize any employees of the Company covered or any of its Subsidiaries; (iii) no Collective Bargaining Agreement is being negotiated by each the Company or any of such agreements and their classifications thereunder its Subsidiaries; (including the location for classifications that are not Company-wide) organized by Subsidiary; (iiiv) there is no unfair labor practice charge filed with material strike, lockout, slowdown, picking, refusal to cross picket lines, hand-billing or work stoppage against the National Labor Relations Board Company or complaint any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, threatened against or that may interfere with regard to employees the respective business activities of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; ; (iiiv) there is no material unfair labor strikepractice charge, material slowdowncomplaint, material work stoppage labor dispute or labor arbitration proceeding (other material labor controversy in effect than routine individual grievances) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; ; (ivvi) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, there is no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), pending or, to the Knowledge of the Company, threatened (action or pending without service of process having investigation that has been made on the Company asserted or any of its Subsidiaries), that relates to employees of instituted against the Company or any of its Subsidiaries andby any Person relating to the legal status or classification of an individual classified by the Company or any of its Subsidiaries as a non-employee (such as an independent contractor, a leased employee, or a consultant). (c) The Company and its Subsidiaries have complied with applicable Laws and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, wage statements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, work authorization, discrimination in employment, layoffs, affirmative action, pay equality, privacy, disability accommodations, workers’ compensation, employee health and safety, and collective bargaining) in all material respects. (d) The Company and each of its Subsidiaries have withheld all amounts required by applicable Law to be withheld from the wages, salaries, and other payments to employees, and are not, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyforegoing.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is a party except those failures to comply that are notany Contract between one or more employees or other service providers and a union, trade union, works council, group of employees or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the outcome of such collective bargaining or negotiation or consultation with respect to their respective employees with any works council, union, trade union, or other employee representative or labor-relations organization or entity (“Labor Organization”), or is bound by any equivalent national or sectoral agreement (“Collective Bargaining Agreements”). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that , there are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board pending material activities or complaint pending proceedings or, to the Knowledge of the Company, threatenedthreatened by any Labor Organization to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the Company, threats thereof by or on behalf of any employees of the Company or any of its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with regard respect to any employees of the Company or any of its Subsidiaries, except those complaints that are notin each case as would not be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization. Except as has not had and would not reasonably likely be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; , (iiii) there is no labor strikeneither the Company nor any of its Subsidiaries, material slowdown, material work stoppage or other material labor controversy in effect or, nor to the Knowledge of the CompanyCompany any of their respective representatives or employees, threatened against has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries; , and (ivii) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreementthere is no charge, no union certification complaint or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), other action against the Company or any of its Subsidiaries related by the National Labor Relations Board or any comparable Governmental Entity pending or to any the Knowledge of their employees except those proceedings that are notthe Company threatened. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; , during the prior three years, the Company and its Subsidiaries have complied with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (vi) neither including the proper classification of workers as independent contractors and consultants and for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work. Neither the Company nor any of its Subsidiaries is a party toto any material conciliation agreement, or is otherwise bound by, any consent decree or other employment-related agreement or order with any Governmental Entity relating to employees Entity. (c) Each of the Company and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment practices or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries except those consent decrees that are notSubsidiaries, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and and (viiiii) neither the Company and each nor any of its Subsidiaries is has been affected by any transaction or engaged in compliance with all applicable agreementslayoffs or employment terminations sufficient in number, contracts including as aggregated, to trigger application of any similar state, local or foreign law or regulation. Neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually there has been no termination which would trigger any notice or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother obligations under WARN.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(iSchedule 3(q)(i) contains a list of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of all Persons who were employees of the Company covered by as of March 31, 2019, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each of such agreements and their classifications thereunder individual the following: (a) name; (b) title or position (including whether full or part time); (c) hire date; (d) current annual base compensation rate; (e) commission, bonus or other incentive-based compensation; (f) a description of the location for classifications that are not Company-widefringe benefits provided to each such individual as of the date hereof; (g) organized overtime exemption status; (h) classification as employee, independent contractor or consultant; (i) whether such employee is on a leave of absence and, if so, the type of leave of absence and the date such employee’s expected return to work and (j) a summary of all commitments by Subsidiary;the Company to increase the compensation or to modify the terms or conditions of employment of any such employee. (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to To the Knowledge of the Company, no union authorization campaign has been conductedPerson who is an employee, within the past 12 months; (v) Section 5.1(o)(v) independent contractor or consultant of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement that could reasonably be expected to (a) prohibit the performance by such Person of his/her duties for or on behalf of Buyer or the Company or (b) adversely affect the ability of Buyer or the Company to conduct its primary business. (iii) The Company is not a party to any collective bargaining agreement and there is no labor strike, slowdown, work stoppage or lockout actually pending or, to the Knowledge of the Company, Threatened, with respect to any Person who is an employee, independent contractor or consultant of the Company. Moreover, the Company has not agreed to recognize any union or other collective bargaining representative, there has been no demand made or Threatened for recognition by any labor union and, to the Knowledge of the Company, there has been no petition filed or Threatened to be filed for an election respecting such recognition of a labor union with respect to any Person who is an employee, independent contractor or consultant of the Company. There have been no efforts, to the Knowledge of the Company, by any labor union seeking to organize any Person who is an employee, independent contractor or consultant of the Company. (iv) The Company has not engaged in any unfair labor practice, and there is no complaint for unfair labor practice against the Company pending or to the Knowledge of the Company, Threatened before the National Labor Relations Board or any comparable Governmental Entity Authority. (v) The Company has, in all material respects, complied with applicable Laws relating to employees the employment of labor, including without limitation any provisions thereof relating to (A) wages, overtime, hours, bonuses, commissions, meal or rest periods, termination pay, vacation pay, sick pay, employee benefits, and/or the payment and/or accrual of the same; (B) unlawful, wrongful or retaliatory or discriminatory employment or labor practices of any kind; (C) occupational safety and health standards; or (D) workers’ compensation, disability, leaves of absence, unemployment compensation, whistleblower and/or other Laws. (vi) There are no Claims, complaints, audits or other similar disputes of any kind relating to the employment of labor or termination of employment relating to Persons who are employees, independent contractors or consultants of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) against the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating or to employment, employment practices, wages, hours and terms and conditions of employment the Knowledge of the employees except those failures to comply that are notCompany, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applythreatened before any Governmental Authority.

Labor Matters. As of the date of this Agreement: (a) (i) set forth in Section 5.1(o)(i) There is no labor strike, dispute, slowdown, stoppage or lockout pending, or, to the knowledge of the Company Disclosure Letter is a listing of each of the collective bargaining agreements Company, threatened against or other material contracts or agreements with any labor organization or other representative of employees to which affecting the Company or any of its Subsidiary is a party; Subsidiaries and during the past five years from the date of this Agreement there has not been any such agreement or contract or contract that covers more than one state is specifically identified action, (ii) except as such set forth in Section 5.1(o3.18(a) of the Company Disclosure Letter; Schedule, neither the Company and nor any of its Subsidiaries are in compliance with each of such the is a party to or bound by any collective bargaining agreements or other material contracts similar agreement with any labor organization, or agreements work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company or any of its Subsidiaries, (iii) except as set forth in Section 3.18(a) of the Company Disclosure Schedule, none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the employees of the Company or any of its Subsidiaries within the past five years, and (iv) there are no complaints, lawsuits or other representative proceedings pending or, to the knowledge of the Company, threatened in writing in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach by the Company or its Subsidiaries of any express or implied contract or employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. (b) The Company and its Subsidiaries and each member of their respective business enterprises has complied with the Worker Adjustment and Retraining Notification Act (the "WARN ACT") and any similar state, local or foreign law or regulation. There has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company or its Subsidiaries, and none of the Company's or its Subsidiaries' employees has suffered an "employment loss" (as defined in the WARN Act) during the six month period prior to the date of this Agreement. (c) With respect to any collectively bargained agreement to which the Company or any of its Subsidiaries is a party except those failures to comply and that are nothas been renewed or renegotiated after November 1, individually or in 1998, the aggregateterms, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, costs to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that of such new or renogiatated agreement are not, individually or not less favorable in the aggregate, reasonably likely any material respect to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any its Subsidiaries than the terms of its Subsidiaries; (iv) except the agreement as disclosed in the Company Reports filed with the SEC effect prior to the date of this Agreement, no union certification any such renewal or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyrenegotiation.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the The Company Disclosure Letter is a listing of and each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance in all material respects with each all applicable laws respecting employment, employment practices and occupational safety and health, terms and conditions of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notemployment and wages and hours, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; engaged in any unfair labor practices; (iib) there is are no unfair labor practice charge filed with the National Labor Relations Board actions, suits, claims or complaint grievances pending or, to the Knowledge of the Company, threatened, with regard to employees knowledge of the Company or any of its Subsidiaries, except those complaints that are notthreatened, individually between the Company or in the aggregateany of its Subsidiaries and any of their respective employees, consultants or independent contractors, which actions, suits, claims or grievances have or would reasonably likely be expected to have a Company Material Adverse Effect; ; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vic) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its Subsidiaries, nor does the Company or any of its Subsidiaries know of any activities or proceedings of any labor union to organize any such employees; and (d) to the knowledge of the Company, there are no labor disputes, strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of, or consultants or independent contractors to, the Company or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of its Subsidiaries. No employee of the Company or any of its Subsidiaries except those consent decrees that are not(i) to the Company’s knowledge is in violation of any term of any patent disclosure agreement, individually non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (ii) in the aggregatecase of any key employee or group of key employees, reasonably likely has given notice as of the date of this Agreement to have a Company Material Adverse Effect; and (vii) the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company. Neither the Company nor any of its Subsidiaries has any material liability for (i) a plant closing, as defined in the Worker Adjustment and each Retaining Notification Act of 1988, as amended ( the “WARN Act”), or (ii) a mass layoff, as defined in the WARN Act. Neither the Company nor any of its Subsidiaries is currently engaged in compliance with all applicable agreementsany layoffs or employment terminations sufficient in number to trigger application of any similar state, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually local or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyforeign law.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is a party except those failures bound by or subject to comply that are not(and none of its assets or properties is bound by or subject to) any written or oral, individually express or in the aggregateimplied, reasonably likely to have a Company Material Adverse Effect; the Company contract, commitment or arrangement with any labor union, and no labor union has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending requested or, to the Knowledge of the CompanyCompany or any of the Principal Stockholders (excluding Kinderhook), threatenedhas sought to represent any of the employees, representatives or agents of the Company or any of its Subsidiaries, and no labor union or employee or group of employees have or are engaged in any union organizing activities with regard respect to any employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;. (iiib) there There is no labor strike, material slowdown, material work stoppage strike or other material labor controversy in effect or, to the Knowledge of the Company, threatened against dispute involving the Company or any of its Subsidiaries; (iv) except as disclosed in Subsidiaries pending, or to the Knowledge of the Company Reports filed with or any of the SEC Principal Stockholders (excluding Kinderhook), threatened, nor have there been any such strikes or disputes during the three years prior to the date of this Agreement. Neither the Company nor any of its Subsidiaries has, during the three year period prior to the date of this Agreement, no union certification received any demand letters, civil rights charges, suits, drafts of suits, administrative or decertification petition has been filed (with service other claims of process having been made on the Company or from any of its Subsidiaries)employees, or, to the Knowledge of the Company, threatened former employees or applicants. (c) All individuals who are performing consulting or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of other services for the Company or any of its Subsidiaries are or were correctly classified by the Company or such Subsidiary as either “independent contractors” or “employees” as the case may be and, to at the Knowledge Closing Date, will qualify for such classification with immaterial exceptions. (d) Schedule 4.19(d) sets forth the names of each of the Companykey, no union authorization campaign has been conductedexempt employees (i.e., within those employees whose annual cash compensation exceeds the past 12 months; (v) Section 5.1(o)(vminimum amount under Applicable Law for an employee to be "exempt" from the payment of overtime and who are considered “exempt” from the payment of overtime) of the Company Disclosure Letter and its Subsidiaries, and also sets forth the base payment made to such key employee each pay period up to and including the date hereof and projections for the current calendar year of other incentive compensation (including bonuses) for each person named therein. Schedule 4.19(d) also lists as of the date hereof the names of all other employees and independent contractors of the Company and its Subsidiaries, the hourly pay rates of compensation and the job titles for all such employees. Neither the Company nor any of its Subsidiaries is aware that any officer or key employee, or that any group of key employees, intends to terminate his or her employment, nor does the Company or such Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 4.19(d) also sets forth all grievance proceedings pending before the National Grievance Committee andagreements, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letterwritten or oral, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against between the Company or any of its Subsidiaries related to and any employee of the Company or such Subsidiary and identifies each such employee whose employment may be terminated on not less than three months notice without compensation. (e) To the Knowledge of the Company or any of their employees except those proceedings that are notthe Principal Stockholders (excluding Kinderhook), individually no employee or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither director of the Company nor or any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with nondisclosure, confidentiality, noncompetition, proprietary rights, employment, consulting or similar agreement, between such employee or director and any Governmental Entity relating to employees other Person that materially adversely affects or employment practices will affect the performance of his or her duties as an employee or director of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; andsuch Subsidiary. (viif) the The Company and each of its Subsidiaries is in compliance with all applicable agreementsApplicable Laws respecting employment, contracts and policies relating to termination of employment, employment practices, wagesworkers compensation, hours and terms and conditions of employment and wages and hours. (g) The Company and each of its Subsidiaries has withheld and reported all amounts required by Applicable Law or agreement to be withheld and reported with respect to wages, salaries and other payments to employees. (h) There are no pending, or to the Knowledge of the employees except those failures to comply that are not, individually Company or in any of the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection Principal Stockholders (oexcluding Kinderhook), clause (C) threatened, claims or actions against the Company or any of the definition of “Company Material Adverse Effect” shall not applyits Subsidiaries under any workers’ compensation policy or long-term disability policy.

Labor Matters. As (a) Since the incorporation of the date of this Agreement: Company, (i) set forth in Section 5.1(o)(i) none of the Group Companies (A) has or has had any material Liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses), or any penalty or other sums for failure to comply with any of the foregoing, and (B) has or has had any material Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of any Group Company Disclosure Letter is a listing (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or by agreement to be withheld from wages, salaries and other payments to officers, employees, directors or independent contractors of each Group Company, and complied with all Laws applicable to employment, employment practices, and terms and conditions of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees employment, including employee classification, except as has not and would not reasonably be expected to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are notresult in, individually or in the aggregate, reasonably likely material Liability to have a Company Material Adverse Effect; the Company has made available to Parent a listing Group Companies. (b) Since the incorporation of the number Company, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and the Group Companies have not incurred any material Liability under WARN nor will they incur any Liability under WARN as a result of employees the transactions contemplated by this Agreement. (c) No Group Company is a party to or bound by any collective bargaining agreements or other agreements with any labor organization, labor union, works council or other employee representative or any other Contract with a labor union, labor organization, works council, employee delegate, representative or other employee collective group nor to the knowledge of the Company covered by each is there any duty on the part of any Group Company to bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group, and no notice, consent or consultation obligations with respect to any such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed union or employee representative or collective group or any employees of any Group Company in connection with the National Labor Relations Board execution of this Agreement or complaint pending the consummation of the transactions contemplated hereby. Since June 1, 2018, there has been no actual or, to the Knowledge Company’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other labor disputes against or affecting any Group Company. To the Company’s knowledge, since June 1, 2018, there have been no labor organizing activities with respect to any employees of any Group Company. (d) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Group Companies has occurred within the past twenty-four (24) months or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. The Group Companies have not otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any Law, Order, directive, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19. (e) True and complete information with respect to the employees and independent contractors of each Group Company has been provided to CHP, including for each such individual the following: (i) name; (ii) title or position (including whether full or part time and whether treated as an employee or independent contractor); (iii) employing entity; (iv) hire date; (v) work location; and (vi) current annual base compensation rate. To the Company’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 any Group Company within the twelve (12) month period following the date hereof. (f) Since December 31, 2018, there has not been any action, suit, claim, proceeding or investigation relating to, or any act or allegation of or relating to, sex-based discrimination, sexual harassment or sexual misconduct, or breach of any Company policy relating to the foregoing, in each case involving the Company or any current or former employee, director, officer or independent contractor (in relation to his or her work at the Company) of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) nor has there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect orbeen, to the Knowledge of Company’s knowledge, any settlements or similar out-of-court or pre-litigation arrangement relating to any such matters, nor to the Company’s knowledge has any such action, threatened against the Company suit, claim, proceeding, investigation, settlement or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has other arrangement been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applythreatened.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o3.12(a) of the Company Disclosure Letter; , neither the Company and its Subsidiaries are in compliance with each of such the nor any Company Subsidiary is party to any collective bargaining agreements agreement or similar labor agreement (excluding personal services contracts). (i) Except as set forth in Section 3.12(b)(i) of the Company Disclosure Letter, no employees of the Company or any of the Company Subsidiaries and, to the Company's knowledge, no persons located at any Company Property who are employees of the management company providing services pursuant to a Company Management Agreement ("CMA Employees"), are represented by any labor organization; (ii) no labor organization or group of employees of the Company or any of the Company Subsidiaries or, to the Company's knowledge, any group of CMA Employees, has made a written demand to the Company or any Company Subsidiary for recognition or certification; (iii) there are no representation or certification proceedings or petitions seeking a representation proceeding presently filed, or to the Company's knowledge, threatened in writing to be brought or filed with the National Labor Relations Board or any other material contracts labor relations tribunal or agreements authority with respect to any employees of the Company or any of the Company Subsidiaries or, to the Company's knowledge, any CMA Employees; (iv) to the Company's knowledge, there are no organizing activities involving the Company or any Company Subsidiary or any CMA Employees pending with any labor organization or other representative group of employees to which of the Company or any of its Company Subsidiary or any CMA Employees; and (v) the Company and the Company Subsidiaries is (including, to the Company's knowledge, with respect to any CMA Employees at a party except those failures to comply that Company Property) are not currently materially affected and have not been materially affected in the past by any actual or threatened work stoppage, strike or other labor disturbance. (c) Except as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that , there are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge charges, grievances or complaints filed with the National Labor Relations Board or complaint pending or, to the Knowledge Company's knowledge, threatened in writing by or on behalf of the Company, threatened, with regard to any employee or group of employees of the Company or any of its SubsidiariesCompany Subsidiary or, except those complaints that are to the Company's knowledge, any CMA Employees. (d) Except as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect; , there are no complaints, charges or claims by any CMA Employee against the Company or any Company Subsidiary (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge knowledge of the Company, against any third-party management company providing services to any Company Property pursuant to a Company Management Agreement) filed or, to the knowledge of the Company, threatened against in writing to be brought or filed, with any Governmental Entity or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or any of its Subsidiaries;Company Subsidiary (or any such third-party management company). (ive) except Except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect; , (vii) neither the Company nor and each Company Subsidiary (and, to the knowledge of the Company, each third-party management company providing services to any of its Subsidiaries Company Property pursuant to a Company Management Agreement) is a party to, or is otherwise bound by, any consent decree in compliance with any Governmental Entity all applicable collective bargaining agreements and all Laws relating to employees the employment of labor with respect to any CMA Employee, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or employment practices local "mass layoff" or "plant closing" Law ("WARN"), collective bargaining, discrimination, civil rights, affirmative action, safety and health, workers' compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax; and (ii) there has been no "mass layoff" or "plant closing" as defined by WARN with respect to the Company or any Company Subsidiary (or, to the Company's knowledge, at any Company Property) within the last six (6) months. During the past three (3) years, to the Company's knowledge, no claims of sexual harassment or sexual misconduct have been brought against any executive officer or director of the Company or any executive or management employee of the Company or any of its Subsidiaries except those consent decrees that are not, individually at the level of Vice President or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyabove.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is a party except those failures to comply that are notany Contract or arrangement between or applying to, individually one or in the aggregatemore employees or other service providers and a union, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number trade union, works council, group of employees of or any other employee representative body, for collective bargaining or other negotiating or consultation purposes or reflecting the Company covered by each outcome of such agreements and collective bargaining or negotiation or consultation with respect to their classifications thereunder respective employees with any labor organization, union, group, association, works council or other employee representative body, or is bound by any equivalent national or sectoral agreement (including the location for classifications that “Collective Bargaining Agreements”). There are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board pending material activities or complaint pending proceedings or, to the Knowledge of the Company, threatenedthreatened or reasonably anticipated by any works council, union, trade union, or other labor-relations organization or entity (“Labor Organization”) to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppages or, to the Knowledge of the Company, threats thereof by or with regard respect to any employees of the Company or any of its Subsidiaries nor have there been any such lockouts, strikes, slowdowns or work stoppages or threats thereof with respect to any employees of the Company or any of its Subsidiaries, except those complaints that are notin each case as would not be material to the Company. The consummation of the transactions contemplated by this Agreement (including the Merger) will not entitle any person (including any Labor Organization) to any payments under any Collective Bargaining Agreement, or require the Company or any of its Subsidiaries to consult with, provide notice to, or obtain the consent or opinion of any Labor Organization except in each case as, individually or in the aggregate, is not and would not reasonably likely be expected to have be material to the Company and its Subsidiaries, taken as a whole.. Except as would not be expected to result in a material liability, neither the Company Material Adverse Effect; (iii) there is no labor strikenor any of its Subsidiaries, material slowdown, material work stoppage or other material labor controversy in effect or, nor to the Knowledge of the CompanyCompany any of their respective representatives or employees, threatened against has committed any unfair labor practice in connection with the operation of their respective businesses of the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth would not be expected to result in Section 5.1(o)(v) of the Company Disclosure Lettera material liability, there is no grievance proceeding charge, complaint or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), other action against the Company or any of its Subsidiaries related by the National Labor Relations Board or any comparable Governmental Entity pending or to any the Knowledge of their employees the Company threatened. (b) The Company and its Subsidiaries have complied with all Applicable Laws and Orders relating to employment, employment practices, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants and for overtime purposes), leased and seconded employees, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including overtime wages), compensation, and hours of work, except those proceedings that are notin each case as, individually or in the aggregate, is not and would not reasonably likely be expected to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect; (vi) neither whole. Neither the Company nor any of its Subsidiaries is a party toto any material conciliation agreement, or is otherwise bound by, any consent decree or other employment-related agreement or order with any Governmental Entity relating to employees Entity. (c) Each of the Company and its Subsidiaries is in compliance in all material respects with WARN. In the past two years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in WARN) affecting any site of employment or one or more facilities or operating units within any site of employment practices or facility of its business, (ii) there has not occurred a “mass layoff” (as defined in WARN) affecting any site of employment or facility of the Company or any of its Subsidiaries except those consent decrees that are notSubsidiaries, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and and (viiiii) neither the Company and each nor any of its Subsidiaries is has been affected by any transaction or engaged in compliance with all applicable agreementslayoffs or employment terminations sufficient in number, contracts including as aggregated, to trigger application of any similar state, local or foreign law or regulation. Neither the Company nor its Subsidiaries has caused any of their respective employees to suffer an “employment loss” (as defined in WARN) during the ninety (90) day period prior to the date hereof, and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually there has been no termination which would trigger any notice or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyother obligations under WARN.

Labor Matters. As Except for events that occur after the date hereof which are disclosed in writing by the Company to Watsxx, (x) there is no labor strike, dispute, slowdown, work stoppage or lockout pending or, to the knowledge of the date of this Agreement: (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements Company, threatened against or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which affecting the Company or any of its Subsidiaries is a party except those failures to comply that are notand during the past three years, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effectthere has not been any such action; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (iib) there is are no unfair labor practice charge filed with union claims to represent the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; ; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vic) neither the Company nor any of its Subsidiaries is a party toto or bound by any collective bargaining or similar agreement with any labor organization, or is otherwise bound by, any consent decree work rules or practices agreed to with any Governmental Entity relating labor organization or employee association applicable to employees of the Company or employment practices any of its Subsidiaries; (d) none of the employees of the Company or any of its Subsidiaries except those consent decrees that are notrepresented by any labor organization and the Company does not have any knowledge of any current union organizing activities among the employees of the Company or any of its Subsidiaries, individually or in nor to the aggregate, reasonably likely knowledge of the Company does any question concerning representation exist with respect to have a Company Material Adverse Effectsuch employees; and (viie) the Company and each its Subsidiaries are, and has at all times been, in material compliance with all applicable employment laws and practices, including, without limitation, any such laws relating to employment discrimination, occupational safety and health and unfair labor practices; (f) 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, to the knowledge of the Company, any charges or complaints, pending or threatened with any Governmental Entity who has jurisdiction over unlawful employment practices; (g) there is no grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure pending relating to the Company or any of its Subsidiaries; (h) neither the Company nor any of its Subsidiaries is delinquent in compliance with all applicable agreements, contracts and policies relating payments to employment, employment practices, any of its employees for any wages, hours and terms and conditions salaries, commissions, bonuses or other direct compensation for any services performed by them to the date of this Agreement or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition Company or any of “its Subsidiaries after the Closing, neither the Company Material Adverse Effect” shall nor any of its Subsidiaries will be liable to any of its employees for severance pay, except as otherwise required by federal law; (j) the employment of each of the Company's or its Subsidiaries' employees is terminable at will without cost to the Company or any of its Subsidiaries except as required under the Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company or any of its Subsidiaries has any right to be rehired by the Company or its Subsidiaries prior to the Company's or its Subsidiaries' hiring a person not apply.previously employed by the Company or its Subsidiaries; and (l) the Disclosure Statement contains a true and complete list of all employees

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i(A) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiary Subsidiaries is a party; any such party to or otherwise bound by work rules or a collective bargaining agreement or contract other similar Contract with a labor union or contract that covers more than one state labor organization, (B) nor is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply the subject of any proceeding asserting that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company or any of its Subsidiaries has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no committed an unfair labor practice charge filed or is seeking to compel the Company or any of its Subsidiaries to bargain with the National Labor Relations Board any labor union or complaint labor organization, (C) nor is there pending or, to the Knowledge of the Company, threatenedthreatened in writing, any labor strike, walkout, work stoppage, slow-down or lockout by employees of the Company or its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the employees of the Company or any of its Subsidiaries is represented by a labor union, and, to the Knowledge of the Company, there are no organizational efforts with regard respect to the formation of a collective bargaining unit being made or threatened in writing involving employees of the Company or any of its Subsidiaries. (ii) The Company and each of its Subsidiaries have complied with all applicable Laws governing employment or labor, including all contractual commitments and all such Laws relating to wages, hours, worker classification, contractors, immigration, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation except those complaints that are as would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect;. (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to To the Knowledge of the Company, threatened in the last three (3) years, no allegations of sexual harassment have been made to the Company against (A) any officer or director of the Company in his or her capacity as an officer or director of the Company or (B) any individual in his or her capacity as an employee of the Company at a level of Senior Vice President or above, in each case that would be material to the Company and its Subsidiaries, taken as a whole. (iv) To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries; , at the level of Vice President or above, is in violation of any agreement with or obligation to a former employer of such employee relating to (ivA) except as disclosed in the Company Reports filed with the SEC prior right of any such employee to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of be employed by the Company or any of its Subsidiaries andor (B) the knowledge or use of trade secrets or proprietary information, in each case, that would be material to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreementsSubsidiaries, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have taken as a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applywhole.

Labor Matters. As of the date of this Agreement: Except as set forth on Schedule 3.15: (i) set forth in Section 5.1(o)(i) none of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries Oxxxxx Entities is a party except those failures to comply that are notany labor or collective bargaining agreement, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is are no unfair labor practice charge or collective bargaining agreements that pertain to any employees of any of the Oxxxxx Entities, (iii) no employees of any of the Oxxxxx Entities are represented by any labor organization, (iv) no labor organization or group of employees of any of the Oxxxxx Entities has made a demand for recognition, and there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of ChoicePoint, threatened to be brought or filed with the National Labor Relations Board or complaint other labor relations tribunal relating to any of the Oxxxxx Entities, (v) there are no organizing activities involving any of the Oxxxxx Entities pending or, to the Knowledge knowledge of ChoicePoint, threatened by any labor organization or group of employees of any of the CompanyOxxxxx Entities, threatened(vi) there are no strikes, work stoppages, slowdowns, lockouts or arbitrations or grievances or other labor disputes pending or, to the knowledge of the ChoicePoint, threatened against or involving any of the Oxxxxx Entities, (vii) there are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of ChoicePoint, threatened against or involving any of the Oxxxxx Entities or any group of employees of any of the Oxxxxx Entities, (viii) there are no complaints, charges or claims against any of the Oxxxxx Entities pending or, to the knowledge of ChoicePoint, threatened to be brought or filed with regard any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment by any of the Oxxxxx Entities of any individual, including any claim for workers' compensation, (ix) hours worked by and payments made to employees of the Company Oxxxxx Entities have not been in violation of the federal Fair Labor Standards Act or any of its Subsidiariesother Law dealing with such matters, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (iiix) there is are no labor strike, material slowdown, material work stoppage or other material labor controversy in effect controversies pending or, to the Knowledge knowledge of ChoicePoint, threatened, between any of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to Oxxxxx Entities and any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyemployees.

Labor Matters. As of the date of this Agreement: (i) set forth in Section 5.1(o)(i) 4.15 of the Company Disclosure Letter is a listing of each lists, as of the date hereof, each collective bargaining agreements agreement or other material contracts or agreements similar labor agreement (including, with respect to the German Subsidiaries of the Company, any labor organization or other representative of employees custom and practice (Betriebliche Übungen) and overall commitment (Gesamtzusagen)) that is applicable to which the any Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified Employee as such in Section 5.1(o) of the date hereof including unionized Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees Employees, to which the Company or any of its Subsidiaries is a party except those failures (or which is otherwise applicable to comply that any of them), including arrangements with works councils and other similar employee representative bodies representing any employee of the Company and its Subsidiaries, and according to which the Company and its Subsidiaries will have outstanding rights or obligations on and following the Closing (together with such collective bargaining agreements, the “Company Union Contracts”). The Company has made available to Parent each Company Union Contract. As of the date hereof, (a) there are notno material strikes or lockouts with respect to any unionized Company Employees pending or, to the Company’s knowledge, threatened in writing, (b) there is no material union organizing effort pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, (c) there is no material unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the knowledge of the Company, threatened in writing affecting the Company or any of its Subsidiaries and (d) there is no material slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened in writing with respect to the Company or any of its Subsidiaries, including any unionized Company Employees. Except in each case, as has not had, or would not reasonably be expected to have, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; , (x) the Company and each of its Subsidiaries conducts, and since December 31, 2016 has made available conducted, its business, in all material respects, in compliance with all material Applicable Laws with respect to Parent a listing of the number labor relations, social security, employment and employment practices, including occupational safety and health standards, minimum wage (Mindestlohn), fixed term employments (Befristungen) and lease-out of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wideArbeitnehmerüberlassung) organized by Subsidiary; (iiy) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge knowledge of the Company, threatenedas of the date of this Agreement, with regard no employee of the Company or any of its Subsidiaries is in violation of any term of any employment or nondisclosure agreement, fiduciary duty or restrictive covenant for the benefit of the Company or any of its Subsidiaries or a former employer of any such employee, and (z) to employees the knowledge of the Company, since December 31, 2016, no allegations of sexual harassment or sexual misconduct have been made against (i) any current or former director or officer of the Company or any of its Subsidiaries or (ii) any current employee of the Company or any of its Subsidiaries. Since December 31, except those complaints that are not2016, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party tohave entered into any material settlement agreements related to allegations of sexual harassment or sexual misconduct by any current or former director, officer, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices employee of the Company or any of its Subsidiaries. The German Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) of the Company do not have works council (Betriebsrat) or similar employee representations body and each of its Subsidiaries is in compliance with all there are no works council or shop agreements (Betriebsvereinbarungen) applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a any German Non-U.S. Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyEmployee.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiaries is or has ever been a party except those failures to comply that are notto, individually or in the aggregatebound by, reasonably likely to have a Company Material Adverse Effect; the Company any collective bargaining agreement or other Contract with any labor union, labor organization, works council, or other representative of any employees or group of employees, nor is any such Contract being negotiated. No labor union, works council, or other collective bargaining unit represents or has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending represented or, to the Knowledge knowledge of the Company, threatened, with regard claims or has claimed to represent any of the employees of the Company or any of its Subsidiaries. There is no, except those complaints that are notand since January 1, individually or in the aggregate2019 there has not been any, reasonably likely to have a Company Material Adverse Effect; (iii) there is no material labor dispute, strike, material slowdown, material work stoppage or other material labor controversy in effect lockout, or, to the Knowledge knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any of its Subsidiaries. The consent of or consultation with, or the rendering of formal advice by, any labor union or works council or is not required for the Company and its Subsidiaries to enter into this Agreement or to consummate any of the transactions herein. (b) The Company has provided to Parent a true and correct list of all employees and independent contractors of the Company and its Subsidiaries as of March 28, 2022 containing: (i) their names and status as an employee or contractor; (ii) the entity with which they are employed or engaged and their location (country, state, city); (iii) their start dates and number of years of continuous service; (iv) their positions and job titles; (v) their full-time, part-time, or temporary status; (vi) their base salaries or base hourly wage or contract rate; (vii) their target bonus rates or target commission rates; (viii) any other compensation payable to them (including compensation payable pursuant to any other bonus, deferred compensation, commission arrangements or other compensation, and/or severance payments); (ix) any promises or commitments made to them with respect to changes or additions to their compensation or benefits; (x) their visa status, if applicable, (xi) designation of whether they are classified as exempt or non-exempt for purposes of the Fair Labor Standards Act and any similar state law; and (xii) accrued but unused vacation time and/or paid time off. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the employees of the Company and its Subsidiaries. (c) The Company and its Subsidiaries (i) are, and at all times since January 1, 2019, have been, in compliance in all material respects with all applicable Laws pertaining to employment and employment practices, including, but not limited to, wages, hours, compensation, employee classification (either as exempt or non-exempt, or as a contractor versus employee), fringe benefits, paid sick leave, employment or termination of employment, leave of absence rights, employment policies, immigration, terms and conditions of employment, labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, privacy rights, harassment, discrimination, retaliation, and working conditions or employee safety or health; (ii) since January 1, 2019, have withheld and reported, in all material respects, all amounts required by any Law or Contract to be withheld and reported with respect to wages, salaries and other payments or compensation to any employee of the Company and its Subsidiaries; (iii) have no material liability for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing; and (iv) have no material liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any employee of the Company and its Subsidiaries (other than routine payments to be made in the ordinary course of business). Each Person providing services to the Company and its Subsidiaries since January 1, 2019 that has been characterized as a consultant or independent contractor and not as an employee has, in all material respects, been properly characterized pursuant to applicable Law as such, and the Company and its Subsidiaries do not have any material liability or obligations arising out of the hiring or retention of Persons to provide services to the Company and its Subsidiaries and treating such Persons as consultants or independent contractors and not as employees of the Company and its Subsidiaries. All employees of the Company and its Subsidiaries have, since January 1, 2019, been correctly classified, in all material respects, as exempt or non-exempt for purposes of the Fair Labor Standards Act and any similar state law, and overtime has, in all material respects, been properly recorded and paid for all such employees classified as non-exempt. (d) Except as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries (including, following the Closing, the Surviving Corporation), each employee of the Company and its Subsidiaries is lawfully authorized to work in the jurisdiction in which he or she is employed according to applicable immigration Laws, and neither the Company nor any of its Subsidiaries has, since January 1, 2019, been subject to any material fine, penalty, or warning concerning compliance with any immigration-related Laws. Since January 1, 2019, the Company and its Subsidiaries have, in all material respects, properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all of their employees and have properly retained the Form 1-9 as required by applicable Law. (e) To the knowledge of the Company, as of the date hereof, no officer, executive, supervisor, or group of employees of the Company and its Subsidiaries: (i) intends to terminate his or her employment with the Company or its Subsidiaries at any time following the Company Merger Effective Time, or has threatened or expressed any intention to do so; or (ii) is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Company and its Subsidiaries; or (B) the conduct or business operations of the Company or its Subsidiaries. (f) Except as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries (including, following the Closing, the Surviving Corporation), there are no pending, and since January 1, 2019, there have not been any, Actions, grievances, arbitrations, audits, investigations, or other legal proceedings against the Company or any of its Subsidiaries; (iv) except as disclosed , or to the knowledge of the Company, threatened to be brought or filed, by or with any Person or any Governmental Entity or arbitrator in the Company Reports filed connection with the SEC prior to the date employment or engagement of this Agreementany current or former employee, no union certification applicant, contractor, or decertification petition has been filed (with other service provider of process having been made on the Company or any of its Subsidiaries), orincluding, without limitation, any claim relating to the Knowledge of the Companyunfair labor practices, threatened (employment discrimination, harassment, retaliation, equal pay, wage or pending without service of process having been made on hours violations, unpaid wages, misclassification, unpaid commissions, wrongful termination or any other employment related matter arising under applicable Laws. Since January 1, 2019, neither the Company nor its Subsidiaries have implemented or effectuated a “plant closing,” “mass layoff,” partial “plant closing,” “relocation,” or “termination” (each as defined in the Worker Adjustment and Retraining Notification Act or similar state or local Law) affecting any site of its Subsidiaries), that relates to employees employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries and, to other than in compliance in all material respects with such Laws. To the Knowledge knowledge of the Company, no union authorization campaign has been conductedsince January 1, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and2019, except as set forth would not reasonably be expected to result in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, material liability to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related (including, following the Closing, the Surviving Corporation), taken as a whole, (i) no written allegations of sexual harassment, discrimination or misconduct have been made to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are notagainst any (A) officer or director of the Company or its Subsidiaries, individually or in (B) any employee of the aggregateCompany or its Subsidiaries who, reasonably likely to have a directly or indirectly, supervises or has managerial authority over other employees or service providers of the Company Material Adverse Effect; and or its Subsidiaries, and (viiii) the Company and each of its Subsidiaries is in compliance with all applicable agreementshave not entered into any settlement agreement or conducted any investigation related to allegations of harassment, contracts and policies relating to employmentdiscrimination or misconduct by an employee, employment practicescontractor, wagesdirector, hours and terms and conditions of employment officer, or other representative of the employees except those failures to comply that are not, individually Company or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyits Subsidiaries.

Labor Matters. As of the date of this Agreement: (a) Except as set forth on SCHEDULE 3.18(a) OF THE DISCLOSURE SCHEDULE, (i) set forth in Section 5.1(o)(i) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board strike, dispute, slowdown, stoppage or complaint lockout pending or, to the Knowledge knowledge of the Company, threatened, with regard to employees of threatened against or affecting the Company or any of its Subsidiaries, except those complaints that are notand, individually or in during the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to five years preceding the date of this Agreement, no union certification or decertification petition there has not been filed any such action, (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (viii) neither the Company nor any of its Subsidiaries is a party toto or bound by any collective bargaining or similar agreement with any labor organization, or is otherwise bound by, any consent decree work rules or practices agreed to with any Governmental Entity relating labor organization, works council or employee association applicable to employees of the Company or employment practices any of its Subsidiaries, (iii) none of the U.S. employees of the Company or any of its Subsidiaries except those consent decrees that is represented by any labor organization and the Company does not have any knowledge of any union organizing activities among the U.S. employees of the Company or any of its Subsidiaries, and (iv) there are notno complaints, individually lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in writing in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach by the Company or its Subsidiaries of any express or implied contract of employment, any laws governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which would reasonably be expected to have, in the aggregate, reasonably likely to have a Company Material Adverse Effect; and. (viib) The only event requiring notice under the Worker Adjustment and Retraining Notification Act (the "WARN ACT") with respect to the Company and each of its Subsidiaries is during the last two years was the closing of the manufacturing operations of the Company in Denver, Colorado, for which the WARN Act notice was given in a timely manner and layoffs were performed in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyWARN Act.

Labor Matters. As of the date of this Agreement: (i) Except as otherwise set forth in Section 5.1(o)(i) of on Schedule 4.17, neither the Company Disclosure Letter nor any Subsidiary is a listing of each of the party to any collective bargaining agreements or other material contracts or agreements agreement with any labor organization or other representative of any Company employees, nor is any such agreement presently being negotiated by the Company or any of its Subsidiaries. Except as otherwise set forth on Schedule 4.17 or as would not have, individually or in the aggregate, a Material Adverse Effect: (i) there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other labor relations tribunal or authority; (ii) there are no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries; (iii) in the prior three-year period, no labor organization or group of employees of the Company or any of its Subsidiaries has filed any representation petition or made any written demand for recognition; (iv) the Company and its Subsidiaries have each 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; (v) neither the Occupational Safety and Health Administration nor any other Governmental Entity has threatened to file any citation, and there are no pending citations, with respect to the Company or any of its Subsidiaries relating to employees who are or were employed by the Company or any of its Subsidiaries; (vi) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or other Governmental Entity, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs or similar Government Entity, Workers’ Compensation claims, sexual harassment, discrimination or retaliation complaints or demand letters or threatened claims; (vii) all current and former employees of the Company and each of its Subsidiaries have been, or will have been on or before the Closing Date, paid in full (or appropriate accruals will have been made in accordance with GAAP) for all wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick pay, and any other compensation for all services performed by them which have become due and payable to them prior to or on to the Closing Date, payable in accordance with the obligations of the Company or any of its Subsidiaries under any Applicable Law, employment or labor practice and policy, or any collective bargaining agreement or individual agreement to which the Company or any of its Subsidiary is Subsidiaries are a party; any such agreement , or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of by which the Company Disclosure Letter; the Company and or any of its Subsidiaries are bound; (viii) there are no employment related Actions pending or, to the Knowledge of the Company, threatened at law or in compliance with each equity, or before any Governmental Entity or before any arbitrator of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees kind, as to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing arising out of the number employment or termination of employees any of the Company covered by each of such agreements Continuing Employees and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the Company or any of its Subsidiaries, except those complaints that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees none of the Company or any of its Subsidiaries andis subject to any settlement, consent decree, judgment, injunction, ruling, order or finding of any Governmental Entity or arbitrator with respect to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 monthssuch Actions; (vix) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee andsince June 1, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter2008, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices none of the Company or its Subsidiaries has affected a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment of a facility of the Company or one of its Subsidiaries, or a “mass lay off” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment of a facility of the Company or one of its Subsidiaries; nor has the Company or one of its Subsidiaries except those consent decrees been affected by any transaction or engaged in lay offs or employment terminations sufficient to trigger the application of any similar state or local law, ordinance, or regulation. With respect to each plant closing set forth on Schedule 4.17, all notices required to be provided under the WARN Act to any employees affected by such plant closing and to any other persons or entities were provided to such employees, persons or entities in compliance with the notice requirements of the WARN Act such that are not, individually the Company and its Subsidiaries have no liability or obligation arising under or in connection with the aggregate, reasonably likely to have a Company Material Adverse EffectWARN Act; and (viix) the Company and each of its Subsidiaries is in compliance any obligation to bargain with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment and/or notify any labor organization or works council required as a result of the employees except those failures transactions contemplated by this Agreement shall have been fully satisfied prior to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes consummation of this subsection (o), clause (C) any of the definition of “Company Material Adverse Effect” shall not applytransactions contemplated by this Agreement.

Labor Matters. As of the date of this Agreement: (ia) set forth Except as disclosed in Section 5.1(o)(iSchedule 4.12(a) of the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that are not, individually or in the aggregate, would not be reasonably likely expected to have a Company Material Adverse Effect, (i) no Group Company is a party to or bound by, or currently negotiating in connection with entering into or amending, any labor agreement, collective bargaining agreement or other labor Contract with any labor union or other employee representative bodies; the Company has made available to Parent a listing of the number of (ii) no employees of the Company covered Group Companies are represented by each of such agreements any labor union or other employee representative bodies with respect to their employment with the Group Companies; and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (iiiii) there is are no unfair labor practice charge filed with the National Labor Relations Board representation proceedings or complaint petitions of employees or former employees of any Group Company or third parties, including Governmental Entities, seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatenedthreatened in writing to be brought or filed, with regard any labor relations tribunal having jurisdiction over the Company’s operations; and (iv) to the Knowledge of the Company, since the Reference Date, there have been no labor organizing activities involving any Group Company or with respect to any employees of the Company Group Companies or threatened in writing by any of its Subsidiaries, except those complaints that are not, individually labor union or in the aggregate, reasonably likely to other employee representative bodies. (b) Except as would not have a Company Material Adverse Effect; (iii) , since the Reference Date, there is have been no labor strikestrikes, material slowdownwork stoppages, material work stoppage slowdowns, or other material labor controversy in effect disturbances against the Group Companies or, to the Knowledge of the Company, threatened in writing. (c) To the Knowledge of the Company, the Group Companies and each of their employees and consultants are in compliance with the terms of any employment, nondisclosure, restrictive covenant, and consulting agreements between any Group Company and such individuals. (d) To the Knowledge of the Company, no notice or complaint from or on behalf of any current or former employee of, or other individual who provided services to, any Group Company has been received by any Group Company since the Reference Date asserting or alleging sexual harassment or sexual misconduct against any other current or former appointed executive officer or director of any Group Company involving or relating to his or her services provided to any Group Company. (e) Except as disclosed on Schedule 4.12(e) of the Company Disclosure Letter or as would not be reasonably expected to have a Company Material Adverse Effect, since the Reference Date, (i) there are no material complaints, charges, investigations, claims or other Legal Proceedings against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), Group Companies pending or, to the Knowledge of the Company, threatened in writing that would be brought or filed, with any Governmental Entity based on, arising out of, or in connection with any labor and employment Legal Requirement, or employment practice of any Group Company; and (or pending without service of process having been made on the ii) each Group Company or any of its Subsidiaries)is in material compliance with all applicable Legal Requirements respecting labor, that relates to employees of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no union authorization campaign has been conducted, within the past 12 months;employment and employment practices. (vf) Section 5.1(o)(vNo Group Company is liable for any arrears of wages or penalties with respect thereto, other than as would not be reasonably expected to have a Company Material Adverse Effect. (g) Except as disclosed on Schedule 4.12(g) of the Company Disclosure Letter sets forth or as would not be reasonably expected to have a Company Material Adverse Effect, the Group Companies have properly classified for all grievance proceedings purposes (including (x) for Tax purposes, (y) for purposes of minimum wage and overtime and (z) for purposes of determining eligibility to participate in any statutory and non-statutory Employee Benefit Plan) all Persons who have performed services for or on behalf of each such entity, and have properly withheld and paid all applicable Taxes and statutory contributions and made all required filings in connection with services provided by such persons to the Group Companies in accordance with such classifications and there have been no Legal Proceedings or investigations pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related in writing relating to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; (vi) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyforegoing.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of Neither the Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or nor any of its Subsidiary Subsidiaries is a party; party to or is bound by any such collective bargaining agreement, contract or other agreement or contract understanding with a labor union or contract that covers more than one state is specifically identified as such in Section 5.1(o) labor organization involving any employees of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which Company, nor is the Company or any of its Subsidiaries is the subject of a party except those failures to comply proceeding asserting that are not, individually it or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company any such Subsidiary has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no committed an unfair labor practice charge filed with (within the meaning of the National Labor Relations Board Act) or complaint seeking to compel the Company or any such Subsidiary to bargain with any labor organization as to wages or terms and conditions of employment, nor is there any strike or other material labor dispute involving its or any of its Subsidiaries’ employees pending or, to the Knowledge of the Company, threatened, with regard nor, to employees the Knowledge of the Company Company, is there any activity involving its or any of its Subsidiaries, except those complaints that are not, individually ’ employees seeking to certify a collective bargaining unit or engaging in the aggregate, reasonably likely to have a Company Material Adverse Effect;other organizational activity. (iiib) As of the date of this Agreement, there is no written labor strikeor employment-related charge, material slowdown, material work stoppage complaint or other material labor controversy in effect claim of any sort pending or, to the Knowledge of the Company, threatened threatened, against the Company or any Subsidiary of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries)Company, or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries and, with respect to the Knowledge current and former employees of the Company, no union authorization campaign has been conducted, within the past 12 months; (v) Section 5.1(o)(v) of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made PEO related to services provided on the Company or any of its Subsidiaries), or, to the Knowledge behalf of the Company, threatened before any Governmental Entity. (or pending without service of process having been made on c) Since January 1, 2018, the Company and the Company Subsidiaries have been and are in compliance with (i) all applicable laws respecting employment and employment practices, 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 collection and payment of withholding or payroll Taxes and similar Taxes and (ii) all obligations of the Company and the Company Subsidiaries under any employment agreement, consulting agreement, severance agreement, collective bargaining agreement or any of its Affiliates)similar employment or labor-related agreement or understanding, against the Company or except, in each case, any of its Subsidiaries related to any of their employees except those proceedings such noncompliance that are would not, individually or in the aggregate, have, or would reasonably likely be expected to have have, a Company Material Adverse Effect;. Since January 1, 2018, all independent contractors and consultants providing personal services to the Company and the Company Subsidiaries have been properly classified as independent contractors for purposes of all applicable laws, including applicable laws with respect to employee benefits, and all employees of the Company and the Company Subsidiaries have been properly classified under the FLSA. (vid) Since January 1, 2018, the Company and its Subsidiaries have complied with all applicable laws, rules and regulations relating to labor, labor relations or employment, including, without limitation, any provisions thereof relating to equal employment opportunity, wages, hours, overtime regulation, employee safety and health, immigration control, drug testing, termination pay, vacation pay, fringe benefits, collective bargaining and the payment and/or accrual of the same and all Taxes, insurance and all other costs and expenses applicable thereto, and neither the Company nor any of its Subsidiaries is a party toliable for any arrearage, or is otherwise bound byany Taxes, any consent decree costs or penalties for failure to comply with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment of the employees except those failures to comply that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (C) of the definition of “Company Material Adverse Effect” shall not applyforegoing.

Labor Matters. As of the date of this Agreement: (ia) Except as set forth in Section 5.1(o)(i) on Schedule 2.12, the Company is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company nor does the Company know of any activities or proceedings of any labor union to organize any such employees. There are no pending grievances or similar proceedings involving the Company and any of its employees subject to a collective bargaining agreement or other labor union contract and there are no continuing obligations of the Company Disclosure Letter pursuant to the resolution of any such proceeding that is a listing of each of no longer pending. (b) Except as provided for in the collective bargaining agreements or other material and labor union contracts or agreements with any labor organization or other representative set forth on Schedule 2.12, each employee and consultant of employees to which the Company is terminable “at will” subject to applicable notice periods as set forth by law or in the employment agreement, but in any event not more than ninety (90) days, and there are no agreements or understandings between the Company and any of its Subsidiary employees or consultants that their employment or services will be for any particular period. The Company is a party; any such agreement or contract or contract not aware that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures officers or key employees intends to comply that are not, individually terminate his or in the aggregate, reasonably likely to have a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed her employment with the National Labor Relations Board or complaint pending or, to the Knowledge of the Company, threatened, with regard to employees of the . The Company or any of its Subsidiaries, except those complaints that are not, individually or is in the aggregate, reasonably likely to have a Company Material Adverse Effect; (iii) there is no labor strike, compliance in all material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries; (iv) except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Subsidiaries), that relates to employees of the Company or any of its Subsidiaries respects and, to the Knowledge Company’s knowledge, each of its employees and consultants is in compliance in all material respects, with the terms of the Companyrespective employment and consulting agreements between the Company and such individuals. There are not, no union authorization campaign has been conductedand there have not been, within any oral or informal arrangements, commitments or promises between the past 12 months; (v) Section 5.1(o)(v) Company and any employees or consultants of the Company Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except that have not been documented as set forth in Section 5.1(o)(v) part of the formal written agreements between any such individuals and the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having that have been made on the Company or any of its Subsidiaries), or, available to the Knowledge of the Company, threatened (or pending without service of process having been made on the Company or any of its Affiliates), against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect;Parent. (vic) neither the The Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices of the Company or any of its Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance in all material respects with all Legal Requirements applicable agreementsto its employees, contracts and policies relating to respecting employment, employment practices, wages, hours and terms and conditions of employment and wages and hours and is not liable for any arrears of wages or penalties with respect thereto. The Company’s obligations to provide statutory severance pay to its employees are fully funded or accrued on the Financial Statements and the Company has no knowledge of any circumstance that could give rise to any valid claim by a current or former employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled). All amounts that the Company is legally or contractually required either (x) to deduct from its employees’ salaries or to transfer to such employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from its employees’ salaries and benefits and to pay to any Governmental Entity as required by applicable Legal Requirements have, in each case, been duly deducted, transferred, withheld and paid, and the Company does not have any outstanding obligation to make any such deduction, transfer, withholding or payment. There are no pending, or to the Company’s knowledge, threatened or reasonably anticipated claims or actions against the Company by any employee in connection with such employee’s employment or termination of employment by the Company. (d) No employee or former employee of the employees except those failures to comply that are notCompany is owed any wages, individually benefits or other compensation for past services (other than wages, benefits and compensation accrued in the aggregateordinary course of business during the current pay period and any accrued benefits for services, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (owhich by their terms or under applicable law, are payable in the future, such as accrued vacation, recreation leave and severance pay), clause (C) of the definition of “Company Material Adverse Effect” shall not apply.

Labor Matters. As of the date of this Agreement: (ia) set forth in Section 5.1(o)(i) of the No Group Company Disclosure Letter is a listing of each of the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiary is a party; any such agreement or contract or contract that covers more than one state is specifically identified as such in Section 5.1(o) of the Company Disclosure Letter; the Company and its Subsidiaries are in compliance with each of such the collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which the Company or any of its Subsidiaries is a party except those failures to comply that any collective bargaining agreement or other labor Contract applicable to persons employed by any Group Company. There are notno representation proceedings, individually demands for recognition or in the aggregate, reasonably likely to have petitions seeking a Company Material Adverse Effect; the Company has made available to Parent a listing of the number of employees of the Company covered by each of such agreements and their classifications thereunder (including the location for classifications that are not Company-wide) organized by Subsidiary; (ii) there is no unfair labor practice charge filed with the National Labor Relations Board or complaint representation proceeding presently pending or, to the Knowledge of the Company, threatenedthreatened to be brought or filed, with regard the National Labor Relations Board or other labor relations tribunal, nor has any such representation proceeding, petition, or demand been brought, filed, made, or, to employees the Knowledge of the Company, threatened within the last three (3) years. There is no organizing activity involving any Group Company pending or, to the Knowledge of the Company, threatened by any labor organization or group of employees, and nor, to the Knowledge of the Company, has there been any of its Subsidiaries, except those complaints that are not, individually or in such activity during the aggregate, reasonably likely to have a Company Material Adverse Effect;last three (3) years. (iiib) There are no pending: (i) strikes, work stoppages, slowdowns, lockouts or arbitrations (nor have there is no labor strikebeen any strikes, material slowdownwork stoppages, material work stoppage slowdowns, lockouts or arbitrations within the last three (3) years); or (ii) grievances or other material labor controversy in effect disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or Group Companies involving any employee of its Subsidiaries; (iv) except the Group Companies, in each case, that could reasonably be expected to result in any material liability. Except as disclosed in the Company Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made set forth on the Company or any of its SubsidiariesSchedule 3.11(b), there are no charges, grievances or complaints, in each case, related to alleged unfair labor practices, pending or, to the Knowledge of the Company, threatened by or on behalf of any employee, former employee, or labor organization that could reasonably be expected to result in any material liability. (c) To the Knowledge of the Company, as of the date hereof, none of the Company’s officers or pending without service key employees has given notice of process having been made on any intent to terminate his or her employment with the Company or any of its Subsidiaries), that relates to employees of in connection with the Company or any of its Subsidiaries transactions contemplated by this Agreement. The Group Companies are in compliance in all material respects and, to the Knowledge of the Company, no union authorization campaign has been conductedeach of their employees and consultants are in compliance in all material respects, within with the past 12 months;terms of any employment and consulting agreements between any Group Company and such individuals. (vd) Section 5.1(o)(vExcept as set forth on Schedule 3.11(d) of the Company Disclosure Letter sets forth all grievance proceedings Schedules, there are no complaints, lawsuits, actions, investigations, audits, charges or claims against the Group Companies pending before the National Grievance Committee and, except as set forth in Section 5.1(o)(v) of the Company Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on the Company or any of its Subsidiaries), or, to the Knowledge of the Company, threatened that could be brought or filed, by or with any Governmental Entity based on, arising out of, in connection with or otherwise relating to the employment or termination of employment or failure to employ by any Group Company, of any individual that could reasonably be expected to result in any material liability. Each Group Company is in compliance in all material respects with all Applicable Laws respecting labor, employment and employment practices, including, but not limited to, all Applicable Laws concerning terms and conditions of employment, wages and hours, overtime, worker classification, the provision of meal and rest breaks and accurate wage statements, immigration, the Worker Adjustment and Retraining Notification (“WARN”) Act, and any similar state or pending without service local “mass layoff” or “plant closing” laws, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of process having been made on the withholding and/or social security Taxes and any similar Tax. No Group Company is liable for any arrears of wages or any of its Affiliates)penalties with respect thereto, against the Company or any of its Subsidiaries related to any of their employees except those proceedings that are in each case as would not, individually or in the aggregate, reasonably likely be expected to have be material to the Group Companies, taken as a whole. Except as set forth on Schedule 3.11(d), there are no pending, or to the Knowledge of the Company, threatened Legal Proceedings against any Group Company Material Adverse Effect;by any employee in connection with such employee’s employment or termination of employment by such Group Company that could reasonably be expected to result in any material liability. (vie) neither the Company nor any of its Subsidiaries is a party to, or is otherwise bound by, any consent decree with any Governmental Entity relating to employees or employment practices Except as set forth on Schedule 3.11(e) of the Disclosure Schedules, during the last three (3) years, (i) no allegations of workplace sexual harassment, discrimination or other similar misconduct have been made, initiated, filed or, to the Knowledge of the Company, threatened in writing against any Group Company or any of its Subsidiaries except those consent decrees that are nottheir respective current or former directors, individually officers or in senior level management employees, (ii) to the aggregate, reasonably likely to have a Company Material Adverse Effect; and (vii) the Company and each of its Subsidiaries is in compliance with all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of employment Knowledge of the Company, no incidents of any workplace sexual harassment, discrimination or other similar misconduct have occurred, and (iii) no Group Company has entered into any settlement agreement related to allegations of sexual harassment, discrimination or other similar misconduct by any of their directors, officers or employees except those failures to comply that are not, individually or described in the aggregate, reasonably likely to have a Company Material Adverse Effect. Solely for purposes of this subsection (o), clause (Ci) of the definition of “Company Material Adverse Effect” shall not applyhereof or any independent contractor.