Common use of Labor Matters Clause in Contracts

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries has breached who are, or otherwise failed since December 31, 2012 have been, represented by a works council or a labor organization, nor, to comply with the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any provision pending activities or proceedings of any labor union to organize any employees of the Company Collective Bargaining Agreement, except for or any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectof its Subsidiaries. (b) Except for matters thatAs of the date of this Agreement, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, no material pending or, to the Knowledge of the Company, threatened, against labor strike, walkout, work stoppage, slowdown or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress lockout with respect to the employees of the Company or any Company Subsidiary and of its Subsidiaries. (c) As of the date of this Agreement, there is no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, labor arbitration proceeding pending or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances threatened against the Company or any its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company Subsidiary that and its Subsidiaries, taken as a whole. (d) Except as would not reasonably could be expected expected, individually or in the aggregate, to result in an adverse determination; be material to the Company and its Subsidiaries, taken as a whole, (vii) the Company and each Company Subsidiary is of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws with respect relating to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employeesemployees and independent contractors, immigrationhealth and safety, visalayoffs and plant closings and collective bargaining, work status, pay equity and workers’ compensation; and (viiii) neither the Company nor and its Subsidiaries have not received notice of any Company Subsidiary has received written communication during charge or complaint with respect to or relating to them pending before the past three years United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor labor, employment, wages and hours of work, child labor, immigration, or employment Laws occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or affecting the Company or any Company Subsidiary andlawsuits, pending or, to the Knowledge of the Company, no threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such investigation is Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in progressconnection with the employment relationship. (ce) Except for matters thatThe Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably to be expected material to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary and its Subsidiaries, taken as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bewhole.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. (i) Neither the Company nor any of the Company its Subsidiaries has breached is a party to any collective bargaining agreement, labor union contract, or otherwise failed to comply with any provision of any Company trade union agreement (each a “Collective Bargaining Agreement”), except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, there are no union organizational campaign is in progress with respect activities or proceedings of any labor or trade union, works council or other representative body to the organize any employees of the Company or any Company Subsidiary and no question concerning representation of such employees existsits Subsidiaries; (iii) neither no Collective Bargaining Agreement is being negotiated by the Company nor or any Company Subsidiary is engaged in any unfair labor practice; of its Subsidiaries, and (iv) since January 1, 2009, there are has not been any unfair strike, lockout, slowdown, work stoppage, grievance or other labor practice charges or complaints dispute against the Company or any of its Subsidiaries nor is any strike, lockout, slowdown, or work stoppage, grievance or other labor dispute pending or, to the knowledge of the Company, threatened that may interfere with the respective business activities of the Company Subsidiary pendingor any of its Subsidiary. (b) The Company and its Subsidiaries have complied with applicable Laws and Orders with respect to employment (including applicable laws, orrules and regulations regarding wage and hour requirements, immigration status, discrimination in employment, employee health and safety, worker classification and collective bargaining), except for such noncompliance that would not be material to the Company and its Subsidiaries, taken as a whole. (c) Except as would not be material to the Company and its Subsidiaries, taken as a whole, 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, threatened, before the National Labor Relations Board; (v) there are not liable for any pending, or, arrears of wages or any taxes or any penalty for failure to the Knowledge comply with any of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither foregoing. Neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity responsible Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the enforcement ordinary course of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressbusiness consistent with past practice). (cd) Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected material to have the Company and its Subsidiaries, taken as a Company Material Adverse Effect, whole: (i) all individuals who are No current or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “former independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” contractor of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by of its Subsidiaries could be deemed to be a misclassified employee; (ii) No independent contractor is eligible to participate in any Employee Plan; and (iii) Neither the Company nor any of its Subsidiaries has ever had any temporary or leased employees that were not treated and accounted for in all respects as employees of such Company or Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is a party to or bound by any Labor Agreement and no employee of the Company or any of its Subsidiaries is represented by any labor union, works council, or similar labor organization or employee representative body with respect to his or her employment with the Company or its Subsidiary. There is no, and since the Applicable Date there has breached been no, pending or, to the knowledge of the Company, threatened union representation petition involving employees of the Company or otherwise failed to comply with any provision of any Company Collective Bargaining Agreementits Subsidiaries. To the knowledge of the Company, except for any breachesthere are no, failures to comply or disputes that, individually or in and since the aggregate, Applicable Date there have not had and would not reasonably be expected been any, union organizing activities with respect to have a any employees of the Company Material Adverse Effector its Subsidiaries. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anyThere is, and during since the past three years Applicable Date there has not been anybeen, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling unfair labor practice charges, labor strikearbitration, disputematerial labor grievances, work stoppage or lockout other material labor dispute pending, or, to the Knowledge knowledge of the Company, threatened, against or affecting involving the Company or any Company Subsidiary; of its Subsidiaries. (iic) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the The Company and each Company Subsidiary is its Subsidiaries are, and since the Applicable Date have been, in compliance in all respects with all applicable Laws with respect to labor relationsrespecting labor, employment and employment practices, occupational safety and health standards, including all such Laws respecting terms and conditions of employment, payment of wageswages and hours, worker classification (including the classification of employeesexempt and non-exempt employees and of independent contractors), immigrationdiscrimination, visaretaliation, work statusharassment, pay equity and workers’ compensation; , immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), recordkeeping, whistleblowing, disability rights or benefits, equal opportunity, pay transparency, plant closures and layoffs (viiincluding the WARN Act), employee trainings and notices, labor relations, employee leave (including family and medical leave) issues, child labor, unemployment insurance, and occupational health and safety requirements, in each case other than any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are, and since the Applicable Date there have been, no Proceedings pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Applicable Date, neither the Company nor any Company Subsidiary of its Subsidiaries has received written communication during the past three years any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting with respect to the Company or any Company Subsidiary and, of its Subsidiaries which would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company and each of its Subsidiaries have reasonably investigated all sexual harassment, (i) all individuals who are or were performing consulting or other services for discrimination, retaliation, or policy violation allegations of which any of them is or, within the past three years, has been made aware. With respect to each such allegation with potential merit, the Company and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. The Company and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” agents of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by and its Subsidiaries that, if known to the public, would bring the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beand its Subsidiaries into material disrepute.

Labor Matters. (ai) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof this Agreement, of all except as would not result in any material liability to the Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreementsand its Subsidiaries, including with respect to employees based outside the United States. Neither taken as a whole, (A) neither the Company nor any of its Subsidiaries is a party to or otherwise bound by work rules or a collective bargaining agreement or other similar Contract with a labor union or labor organization (collectively, “CBAs”), (B) nor is the Company or any of its Subsidiaries the subject of any proceeding asserting that the Company or any of its Subsidiaries has breached committed an unfair labor practice or otherwise failed is seeking to comply compel the Company to bargain with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply labor union or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectlabor organization, (iC) nor is there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, pending or, to the Knowledge of the Company, threatened, against nor has there been since January 1, 2012 and prior to the date of this Agreement, any labor strike, walkout, work stoppage, slow-down or lockout affecting Company Employees. On and after the date of this Agreement, there has been no labor strike, walkout, work stoppage, slow-down or lockout affecting Company Employees, except as would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not result in any material liability to the Company or any Company Subsidiary; (ii) to the Knowledge and its Subsidiaries, taken as a whole, as of the Companydate of this Agreement, no union organizational campaign is in progress with respect to none of the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary its Subsidiaries is engaged in any unfair represented by a labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pendingunion, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, there are no such investigation is in progressorganizational efforts with respect to the formation of a collective bargaining unit being made or threatened involving employees of the Company or any of its Subsidiaries. (cii) Except for matters thatThe Company is, and has been since January 1, 2012, in compliance 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 as would not, individually or in the aggregate, have not had and would not reasonably be expected likely to have a Company Material Adverse Effect. The Company does not have any material requirement under Contract or Law to provide notice to, (i) all individuals who are or were performing consulting to enter into any consultation procedure with, any labor union or other services for organization in connection with the Company execution of this Agreement or any Company Subsidiary are or were correctly classified under all applicable Laws the transactions contemplated by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bethis Agreement.

Labor Matters. (a) Section 4.17 None of the Company Disclosure Letter sets forth a true and complete list, as employees of the date hereof, Partnership or any of all Company Collective Bargaining Agreements. The Company has made available to Parent copies its Subsidiaries is represented in his or her capacity as an employee of such Company Collective Bargaining Agreements, including with respect to employees based outside the United StatesPartnership or any of its Subsidiaries by any labor organization. Neither the Company Partnership nor any of the Company its Subsidiaries has breached or otherwise failed to comply with recognized any provision labor organization, nor has any labor organization been elected as the collective bargaining agent of any Company Collective Bargaining Agreementemployees of the Partnership or any of its Subsidiaries, except nor has the Partnership or any of its Subsidiaries entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees of the Partnership or any of its Subsidiaries. (b) Except for any breaches, failures to comply or disputes thatsuch matters which would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Partnership Material Adverse Effect. (b) , neither the Partnership nor any of its Subsidiaries has received written notice since December 31, 2013, of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety, workplace safety or insurance/workers compensation laws to conduct an investigation of the Partnership or any of its Subsidiaries with respect to such matters, and, to the Knowledge of the Partnership, no such investigation is in progress. Except for such matters thatwhich would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Partnership Material Adverse Effect, (i) there is are no (and have not any, and been during the past three years there has not been any, labor strike, dispute, work stoppage three-year period preceding the date of this Agreement) strikes or lockout pending, or, lockouts with respect to the Knowledge any employees of the Company, threatened, against or affecting the Company Partnership or any Company Subsidiary; of its Subsidiaries, (ii) to the Knowledge of the CompanyPartnership, there is no (and has not been during the three-year period preceding the date of this Agreement) union organizational campaign is in progress with respect to organizing effort pending or threatened against the employees of the Company Partnership or any Company Subsidiary and no question concerning representation of such employees exists; its Subsidiaries, (iii) neither there is no (and has not been during the Company nor any Company Subsidiary is engaged in any three-year period preceding the date of this Agreement) unfair labor practice; , labor dispute (ivother than routine individual grievances) there are not any unfair or labor practice charges or complaints against the Company or any Company Subsidiary pending, arbitration proceeding (other than routine individual grievances) pending or, to the Knowledge of the CompanyPartnership, threatened, before threatened against the National Labor Relations Board; Partnership or any of its Subsidiaries and (viv) there are is no (and has not any pendingbeen during the three-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of the CompanyPartnership, threatened, union grievances against threatened with respect to any employees of the Company Partnership or any Company Subsidiary that reasonably could be expected of its Subsidiaries. Neither the Partnership nor any of its Subsidiaries has any current or contingent liabilities under the Worker Adjustment and Retraining Notification Act of 1988 as a result of any action taken by the Partnership or any of its Subsidiaries in the two-year period prior to result the date of this Agreement. Except for such non-compliance which would not have, individually or in an adverse determination; (vi) the Company aggregate, a Partnership Material Adverse Effect, the Partnership and each Company Subsidiary is of its Subsidiaries is, and during the three-year period preceding the date of this Agreement has been, in compliance with all applicable Laws with in respect to labor relations, of employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment wages and hours and occupational safety and health (including classifications of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary service providers as either “employees and/or independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be).

Labor Matters. (a) Section 4.17 Qumu and each of its Subsidiaries are in compliance in all material respects with all applicable Legal Requirements respecting employment and employment practices. To the Company Disclosure Letter sets forth a true Knowledge of Qumu, there are no actions pending or threatened to be brought or filed, by or with any Governmental Authority by any employee or former employee or contractor of Qumu, including, without limitation, any claims related to unfair labor practices, employment discrimination, harassment, retaliation, wage and complete listhour laws, as or any other employment related matter arising under applicable Legal Requirements. To the Knowledge of Qumu, within the date hereofpast three (3) years no allegations of sexual harassment or sexual misconduct have been made against any director or officer of Qumu or any of its Subsidiaries and Qumu has not entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any director, officer or employee of Qumu or any of its Subsidiaries. Qumu and each of its Subsidiaries (i) has withheld and reported all Company Collective Bargaining Agreements. The Company has made available amounts required by law or by agreement to Parent copies of such Company Collective Bargaining Agreements, including be withheld and reported with respect to employees based outside the United States. Neither the Company nor wages, salaries and other payments to employees; (ii) is not liable for any arrears of wages, salaries, commissions, bonuses or other direct compensation for any services performed for Qumu or any of the Company Subsidiaries has breached its Subsidiaries, or otherwise failed any taxes or any penalty for failure to comply with any provision of the foregoing; and (iii) is not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Company Collective Bargaining AgreementGovernmental 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 in each case, for any breachesfailure to withhold, failures to comply report or disputes that, individually pay which would have or in the aggregate, have not had and would not could reasonably be expected to have a Company Qumu Material Adverse Effect. (b) Except for matters thatNeither Qumu nor any of its Subsidiaries is or has been a party to, individually or is in the aggregateprocess of negotiating, have not had and would not reasonably be expected to have or bound by any collective bargaining agreement, works council arrangement or agreement or other agreement with a Company Material Adverse Effect, labor union or like organization. To the Knowledge of Qumu: (i) there is not anyare no current labor union organizing activities with respect to any employees of Qumu and/or any of its Subsidiaries, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge no labor union, labor organization, trade union, works council, or group of the Company, no union organizational campaign is in progress with respect to the employees of the Company Qumu and/or any of its Subsidiaries has made a demand (whether formal or any Company Subsidiary and no question concerning representation of such employees exists; informal) for recognition or certification, (iii) neither there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the Company nor National Labor Relations Board or any Company Subsidiary is engaged in any unfair other labor practice; relations tribunal or authority, and (iv) there are not any unfair no pending or threatened labor practice charges strikes, lockouts, slowdowns, work stoppages, job action, picketing or complaints threats thereof, against the Company or affecting Qumu or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits Subsidiaries. (c) Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have result in a Company Qumu Material Adverse Effect, Qumu and each of its Subsidiaries are and have been in material compliance with the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), and any similar Legal Requirements relating to plant closings and layoffs. Neither Qumu nor any of its Subsidiaries is currently engaged in any layoffs or employment terminations sufficient in number to trigger application of the WARN Act or any similar Legal Requirements. (d) No employee of Qumu or any of its Subsidiaries (i) all individuals who are or were performing consulting or other services for to the Company Knowledge of Qumu is in violation of any term of any patent disclosure agreement, non-competition agreement, or any Company Subsidiary are restrictive covenant to a former employer relating to the right of any such employee to be employed by Qumu or were correctly classified under all applicable Laws any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by Qumu or any of its Subsidiaries or relating to the Company use of trade secrets or such Company Subsidiary as either “independent contractors” proprietary information of others, or (or comparable status ii) in the case of a non-U.S. entity) any key employee or “group of key employees” , has, to the Knowledge of Qumu, given notice as the case may be and (ii) all individuals who are or were classified as “employees” of the Company date of this Agreement to Qumu or any Company Subsidiary are of its Subsidiaries that such employee or were correctly classified under all applicable Laws by any employee in a group of key employees intends to terminate his or her employment with Qumu or any of its Subsidiaries and neither Qumu nor any of its Subsidiaries has a present intention to terminate the Company or such Company Subsidiary, as exempt or non-exempt, as employment of any of the case may beforegoing.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2018 have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes. (b) Neither the Company nor any of its Subsidiaries is, or from January 1, 2018 to the date of this Agreement has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any other similar agreement with any labor organization, labor union or other employee representative, and, to the Company’s knowledge, from January 1, 2018 through the date of this Agreement, there has not been any organizational campaign, card solicitation, petition or other unionization or similar activity seeking recognition of a collective bargaining or similar unit relating to any director, officer, or employee of the Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, (i) there is not any, and during the past three years there has not been any, are no unfair labor strike, dispute, work stoppage or lockout pending, practice complaints pending or, to the Knowledge Company’s knowledge, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries with respect to the Company or its Subsidiaries, and (ii) since January 1, 2018 there has not been, and there is, no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s knowledge, threatened, threatened against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits Subsidiaries. (c) Except for matters that, individually or in the aggregate, The Company and its Subsidiaries have not had and entered into any agreement with any works council, labor union, or similar labor organization that would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for require the Company to obtain the consent of, or any Company Subsidiary are provide advance notice, to such works council, labor union or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” similar labor organization of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws transactions contemplated by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bethis Agreement.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company its Subsidiaries is, or since January 1, 2001 has breached been, a party to or otherwise failed to comply bound by a collective bargaining agreement or other similar agreement with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply labor union or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect organization applicable to the employees of the Company or any Company Subsidiary of its Subsidiaries, and no question concerning such agreement is currently being negotiated. Since January 1, 2001, no representation election petition or application for certification has been filed by any employees of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pendingof its Subsidiaries, or, to the Knowledge of the Company, threatened, before nor is such a petition or application pending with the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company Board or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relationsGovernmental Entity, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation labor union is currently engaged in or threatening, organizational efforts with respect to any employees of the Company or any of its Subsidiaries. Since January 1, 2001, no labor dispute, strike, slowdown, picketing, work stoppage, lockout or other collective labor action involving the employees of the Company or any of its Subsidiaries has occurred or is in progressprogress or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries. (b) Each of the Company and its Subsidiaries is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, immigration and wages and hours, and is not engaged in any unfair or unlawful labor practice, except as individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company. (c) Except for matters thatThere is no Litigation pending, or to the Knowledge of the Company threatened, between the Company or any of its Subsidiaries, on the one hand, and any of their respective employees or former employees, on the other hand, that individually or in the aggregateaggregate has had, have not had and or would not be reasonably be expected likely to have or result in, a Company Material Adverse EffectEffect on the Company. (d) To the Knowledge of the Company, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” since January 1, 2004, no employee of the Company or any Company Subsidiary are of its Subsidiaries has provided or were correctly classified under all is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any material applicable Laws Law, in each case, by the Company, any of its Subsidiaries or any of their respective officers or directors. (e) Section 3.17(e) of the Company or such Company SubsidiaryDisclosure Letter contains a complete and correct list, as exempt of the date of this Agreement, of the names of all directors and officers of the Company and all other Company employees, together with (i) any incentive or non-exemptbonus arrangement with respect to such Person and (ii) the number of Company Options, as Company Stock Awards and Performance Stock Awards held by such Person. The Company has previously provided to Parent the case may beannual base salary or wages with respect to all Company employees.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Texas Company nor any of its ------------- Subsidiaries is the Company subject of any material proceeding asserting that it or any of its Subsidiaries has breached committed an unfair labor practice or otherwise failed seeking to comply compel it to bargain with any provision labor union or labor organization nor is there pending or, to the knowledge of the Texas Company, threatened in writing, nor has there been for the past five years, any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Texas Company Collective Bargaining Agreementor any of its Subsidiaries, except in each case as would not, individually or in the aggregate, have a material adverse effect on the Texas Company. Additionally, except as disclosed in Section 4.23 of the Texas Company Disclosure Schedule, (a) neither the Texas Company nor any of its Subsidiaries is a party to any collective bargaining agreement, (b) there is no unfair labor practice complaint against the Texas Company or any of its Subsidiaries pending or, to the knowledge of the Texas Company, threatened before the National Labor Relations Board that would, if adversely determined against the Texas Company or any of its Subsidiaries, have a material adverse effect on the Texas Company, (c) there is no labor strike or organized slow down or stoppage actually pending or, to the knowledge of the Texas Company, threatened against the Texas Company or any of its Subsidiaries which involves the employees of the Texas Company or any of its Subsidiaries and which would have a material adverse effect on the Texas Company, (d) no private agreement restricts the Texas Company or any of its Subsidiaries from relocating, closing or terminating any of its operations or facilities, and (e) except for any breaches, failures to comply plant closings or disputes layoffs that, individually or in the aggregate, have not had and would not have a material adverse effect on the Texas Company, neither the Texas Company nor any of its Subsidiaries has implemented any plant closing or layoff of employees that could reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thatrequire notification under the Worker Adjustment Retraining and Notification Act of 1988, individually or in the aggregateas amended, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company similar state or any Company Subsidiary local Law or regulation and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, layoffs will be implemented before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressEffective Time. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereof, (i) to the Knowledge of all Company Parent, there are no activities or proceedings of any labor or trade union to organize any employees of Parent or any of its Subsidiaries; (ii) no Collective Bargaining Agreements. The Company has made available to Agreement is being negotiated by Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor or any of its Subsidiaries; (iii) there are no strikes, lockouts, slowdowns or work stoppages against Parent or any of its Subsidiaries pending or, to the Company Subsidiaries has breached Knowledge of Parent, threatened that may interfere with the respective business activities of Parent or otherwise failed any of its Subsidiaries; (iv) there are no grievances or other labor disputes pending or, to comply with the Knowledge of Parent, threatened against or involving Parent or any provision of its Subsidiaries; and (v) there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of Parent, threatened by or on behalf of any Company Collective Bargaining Agreementemployee or group of employees, except for any breachesin each case, failures to comply or disputes that, individually or in the aggregate, have not had and other than as would not reasonably be expected to have result in a Company Parent Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Parent Material Adverse Effect, Parent and its Subsidiaries have complied since January 1, 2015 with applicable Laws and Orders with respect to employment (i) there is not anyincluding applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and nonexempt, immigration status, civil rights, discrimination in employment, employee health and safety, collective bargaining, workers’ compensation and the collection and payment of withholding and/or social security taxes). Parent and its Subsidiaries have complied since January 1, 2015 with WARN and any similar state or local “mass layoff” or “plant closing”, and during the past three years there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to Parent or any of the Subsidiaries within the six (6) months prior to the date hereof. Except as would not been anybe material to Parent and its Subsidiaries taken as a whole, labor strikeParent and each of its Subsidiaries have withheld all amounts required by applicable Law to be withheld from the wages, disputesalaries and other payments to employees, work stoppage or lockout pending, orand are not, to the Knowledge of the CompanyParent, threatened, against or affecting the Company liable for any arrears of wages or any Company Subsidiary; (ii) taxes or penalty for failure to the Knowledge comply with any of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) foregoing. Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Parent Material Adverse Effect, (i) all individuals who are or were performing consulting neither Parent nor any of its Subsidiaries is liable for any outstanding payment to any trust or other services fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” employees (or comparable status other than routine payments to be made in the case ordinary course of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bebusiness consistent with past practice).

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. (i) Neither the Company nor any of the Company its Subsidiaries has breached is a party to any collective bargaining agreement, labor union contract, or otherwise failed to comply with any provision of any Company works council or trade union agreement (each a “Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b”) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there that is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, material to the Knowledge of the CompanyCompany and its Subsidiaries, threatenedtaken as a whole, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, there are no activities or proceedings of any labor or trade union organizational campaign is in progress with respect to the organize any employees of the Company or any Company Subsidiary and no question concerning representation of such employees existsits Subsidiaries; (iii) neither no Collective Bargaining Agreement is being negotiated by the Company nor or any Company Subsidiary is engaged in any unfair labor practice; of its Subsidiaries, and (iv) there are not any unfair labor practice charges is no strike, lockout, slowdown, or complaints work stoppage against the Company or any Company Subsidiary pending, of its Subsidiaries pending or, to the Knowledge of the Company, threatenedthreatened that may interfere with the respective business activities of the Company or any of its Subsidiaries. (b) The Company and its Subsidiaries have complied, before in all material respects, with applicable Laws and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, and collective bargaining). (c) The Company and each of its Subsidiaries have, in all material respects, withheld all amounts required by applicable Law to be withheld from the National Labor Relations Board; (v) there wages, salaries, and other payments to employees, and are not any pending, ornot, to the Knowledge of the Company, threatened, union grievances against the Company liable for any arrears of wages or any Company Subsidiary that reasonably could be expected taxes or any penalty for failure to result in an adverse determination; (vi) comply with any of the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither foregoing. Neither the Company nor any Company Subsidiary has received written communication during of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business consistent with past three years practice). (d) As of the intent date hereof, the Company has not received any written notice from any officer of any Governmental Entity responsible for the enforcement of labor or employment Laws Company that he/she intends to conduct an investigation of or affecting resign from the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits Subsidiaries. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company its Subsidiaries has breached is a party to or otherwise failed bound by any Collective Bargaining Agreement or any other Contract with a labor union or similar labor organization, and, to comply with any provision the Company’s Knowledge, no Person has applied to the National Labor Relations Board to be certified as the bargaining agent of any Company Collective Bargaining AgreementEmployee with respect to such employee’s employment with the Company and its Subsidiaries. (b) There are no unfair labor practice complaints pending or, except for to the Company’s Knowledge, threatened against the Company or any breaches, failures of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Company Employees that would reasonably be expected to comply or disputes thathave, individually or in the aggregate, a Company Material Adverse Effect. There is no, and there has not been since the Applicable Date, labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries currently employs or engages any Service Provider outside of the U.S. (d) The Company and its Subsidiaries are, and have not had been since the Applicable Date, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment, and the payment and withholding of Taxes, except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (be) Except for matters thatSince the Applicable Date, individually except as has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) no allegations of sexual harassment, sexual abuse, or other sexual misconduct have been made against any Service Provider of the Company or any of its Subsidiaries with respect to actions taken in the aggregatecourse of employment or engagement with the Company or its Subsidiaries and (ii) there are no proceedings pending or, have to the Knowledge of the Company, threatened related to allegations of sexual harassment, sexual abuse or other sexual misconduct by any Service Provider of the Company or any of its Subsidiaries. Since the Applicable Date, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, sexual abuse or other sexual misconduct by any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees Service Provider of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits Subsidiaries. (cf) Except for matters thatSince the Applicable Date, individually or in the aggregate, have except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company and its Subsidiaries are in compliance with WARN and has no liabilities thereunder and have not taken any action during the 90-day period prior to the date hereof, or will take any action, that would reasonably be expected to cause Parent or any Company Subsidiary are of its Affiliates or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company Surviving Corporation or any Company Subsidiary are of its successors or were correctly classified assigns to have any liability following the Closing Date under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beWARN.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union representation petition involving employees of the Company Subsidiaries has breached or otherwise failed any of its Subsidiaries, and (iii) the Company does not have knowledge of any activity or Proceeding of any labor organization (or representative thereof) to comply organize any such employees. (b) There is no unfair labor practice charge or grievance arising out of a collective bargaining agreement, other similar agreement with any provision labor union, or other labor-related grievance Proceeding against the Company or any of any Company Collective Bargaining Agreementits Subsidiaries pending, except for any breachesor, failures to comply or disputes thatthe knowledge of the Company, threatened, other than such matters that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (bc) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there There is not any, and during the past three years there has not been any, labor no strike, disputeconcerted slowdown, work stoppage or lockout pending, or, to the Knowledge knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the its Subsidiaries involving any employees of 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 Subsidiary Material Adverse Effect. (d) The Company and its Subsidiaries are, and since December 31, 2021 have been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, and there are no question concerning representation Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or other individual independent contractor or any class of the foregoing, relating to any of 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 employees exists; (iii) matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since December 31, 2021, neither the Company nor any Company Subsidiary is engaged in of its Subsidiaries has received any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge written notice of the Companyintent of the Equal Employment Opportunity Commission, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting with respect to the Company or any Company Subsidiary and, of its Subsidiaries which would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have a Company Material Adverse Effect. (e) Since December 31, 2021, except as has not had been and would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, to the knowledge of the Company: (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under and its Subsidiaries have reasonably investigated all applicable Laws by sexual harassment and sexual misconduct allegations against officers, directors, and employees of the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and its Subsidiaries; (ii) all individuals who are or were classified as “employees” of with respect to each such allegation (except any that the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by and its Subsidiaries reasonably determined to not have merits), the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.and its Subsidiaries have taken corrective action reasonably calculated to prevent further improper action;

Labor Matters. Except as set forth in Section 3.20 of the Disclosure Schedule, (a) Section 4.17 the Seller is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Seller in connection with the Business, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Company Disclosure Letter sets forth a true and complete listBusiness, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thatthere are no controversies, individually strikes, slowdowns or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, stoppages pending or, to the Knowledge of the CompanySeller, threatenedthreatened between the Seller and any of its employees employed in connection with the Business, and the Seller has not experienced any such controversy, strike, slowdown or work stoppage within the past three years, (c) the Seller has not breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining or union contract applicable to employees employed in connection with the Business, and there are no grievances outstanding against the Seller under any such agreement or affecting contract which could result in any material liability, (d) there are no unfair labor practice complaints pending against the Company Seller before the National Labor Relations Board or any Company Subsidiary; other Governmental Authority which could result in any material liability, (iie) the Seller is currently in compliance in all material respects with all applicable Laws relating to the Knowledge employment of the Company, no union organizational campaign is in progress labor with respect to the Business, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from current and former employees of the Company Seller employed in connection with the Business and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any Company Subsidiary of the foregoing, (f) the Seller has paid in full to all of the current and no question concerning representation former employees of the Seller employed in connection with the Business or adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees exists; employees, (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (ivg) there are not any unfair labor practice charges is no material claim with respect to payment of wages, salary or complaints against the Company overtime pay that has been asserted or any Company Subsidiary pending, is now pending or, to the Knowledge of the CompanySeller, threatenedthreatened against the Seller before any Governmental Authority with respect to any Persons currently or formerly employed by the Seller in connection with the Business, before (h) the National Labor Relations Board; Seller is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices relating to the Business, (vi) there are not is no charge or proceeding with respect to a material violation of any pending, occupational safety or health standard that has been asserted or is now pending or, to the Knowledge of the CompanySeller, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws threatened with respect to labor relations, the Seller relating to the Business and (j) there is no charge of discrimination in employment and or employment practices, occupational safety and health standardsfor any reason, terms and conditions of employmentincluding age, payment of wagesgender, classification of employeesrace, immigrationreligion or other legally protected category, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary which has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor been asserted or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary andis now pending or, to the Knowledge of the CompanySeller, no such investigation is in progress. (c) Except for matters thatthreatened before the United States Equal Employment Opportunity Commission, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are other Governmental Authority in any jurisdiction in which the Seller has employed or were correctly classified under all applicable Laws by currently employs any Person in connection with the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beBusiness.

Labor Matters. (a) Section 4.17 No member of the Company Disclosure Letter sets forth Buyer Group is a true party to any collective bargaining agreement or other labor union contract applicable to the employees and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is are not any, and during the past three five years there has not (5) have been anyno, activities or proceedings of any labor union to organize any of the employees pending or under discussion with any labor organization or group of employees of any member of the Buyer Group. No member of the Buyer Group is engaged in any unfair labor practice, as defined in the National Labor Relations Act. There is no unfair labor practice charge or complaint pending, or to the Knowledge of the Buyer threatened, before any applicable Governmental Entity relating to any member of the Buyer Group. (b) There is no labor strike, dispute, slowdown or work stoppage or lockout pending, pending or, to the Knowledge of the CompanyBuyer, threatened, threatened against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge member of the CompanyBuyer Group, and no union organizational campaign is in progress member of the Buyer Group has experienced any strike, slowdown or work stoppage, lockout or other collective labor action by or with respect to the employees of in the Company or any Company Subsidiary past five (5) years. (c) The Buyer Group is and no question concerning representation of such employees exists; during the past five (iii5) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is years has been in compliance with all applicable Applicable Laws with respect relating to labor relations, employment and employment practices, occupational safety and health standardsincluding discrimination or harassment in employment, terms and conditions of employment, payment termination of employment, wages, overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, and classification of employees, immigrationconsultants and independent contractors where any such non-compliance would not reasonably be expected to be material to the Buyer Group, visa, work status, pay equity and workers’ compensation; and taken as a whole. (viid) neither No member of the Company nor any Company Subsidiary Buyer Group has received any written communication during the past three years of the intent of notice from any national, state, local or foreign agency or Governmental Entity responsible for the enforcement of labor or employment Laws laws of an intention to conduct an investigation of or affecting any member of the Company or any Company Subsidiary and, Buyer Group and to the Knowledge of the CompanyBuyer, no such investigation is in progress. No member of the Buyer Group is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. (ce) Except for matters that, individually or in To the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” Knowledge of the Company Buyer, there has not been, and the Buyer does not anticipate or have any Company Subsidiary are reason to believe that there will be, any adverse change in relations with employees as a result of the announcement of the transactions contemplated by this Agreement. To the Knowledge of the Buyer, no current employee or were correctly classified under all applicable Laws by officer of any member of the Company Buyer Group intends, or is expected, to terminate his employment relationship with such Company Subsidiary, as exempt or non-exempt, as entity following the case may beconsummation of the transactions contemplated hereby.

Labor Matters. (a) Section 4.17 The Group Companies have delivered to the SPAC Parties a complete list of all employees and individual consultants of each of the Company Disclosure Letter sets forth a true and complete listGroup Companies as of April 30, 2023, and, as applicable, their respective (i) name or employee number, (ii) classification as exempt or non-exempt under the Fair Labor Standards Act or analogous state laws, (iii) job title, (iv) leave status (including type of leave and anticipated return date), (v) employing entity, (vi) full-time or part time status, (vii) job location and (viii) compensation (i.e., current annual base salary, wage rate or fee (as applicable) and current target bonus and commission opportunity, if any). To the Knowledge of the date hereofCompany, all employees of all Company Collective Bargaining Agreements. The Company has made available the Group Companies are legally permitted to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside be employed by the Group Companies in the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and Except as would not reasonably be expected to result in material Liabilities to the Group Companies, no freelancer, consultant or other contracting party treated as self-employed whose services the Group Companies use or have a Company Material Adverse Effectused can effectively claim the existence of an employment relationship with one of the Group Companies. (b) Except for matters that, individually No Group Company is a party to or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anybound by any CBA, and during no employees of the Group Companies are represented by any labor union, works council, trade union, employee organization or other labor organization with respect to their employment with the Group Companies. In the past three years (3) years, no labor union or other labor organization, or group of employees of any Group Company, has made a demand for recognition or certification, and there has not been any, labor strike, dispute, work stoppage are no representation or lockout pending, certification proceedings presently pending or, to the Knowledge of the Company, threatened, against threatened to be brought or affecting filed with the Company National Labor Relations Board or any Company Subsidiary; (ii) to other labor relations tribunal or authority. To the Knowledge of the Company, there are no ongoing or threatened union organizational campaign is in progress organizing activities with respect to the employees of the any Group Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation activities have occurred or been threatened in the past five (5) years. Since the Lookback Date, there have been no actual or, to the Knowledge of the Company, threatened unfair labor practice charges, material labor grievances, strikes, walkouts, work stoppages, slowdowns, picketing, hand billing, material labor arbitrations or other material labor disputes arising under a CBA or against or affecting any Group Company. The Group Companies have no notice, information, bargaining, consent or consultation obligations owed to any of their employees or any labor union, labor organization or works council or other employee representative, which is representing any employee of the Group Companies, in progressconnection with the execution of this Agreement or the consummation of the transactions contemplated hereby. (c) Except for matters thatThe Group Companies are and, individually or in since the aggregateLookback Date, have not had been in compliance in all material respects with all applicable Laws relating to labor, employment and employment practices, including provisions thereof relating to terms and conditions of employment, wages and hours, classification (including employee and independent contractor classification and the proper classification of employees as exempt employees and nonexempt employees under the Fair Labor Standards Act and applicable state and local Laws), equal opportunity, employment harassment, discrimination or retaliation, restrictive covenants, pay transparency, disability rights or benefits, maternity benefits, accessibility, pay equity, workers’ compensation, affirmative action, COVID-19, collective bargaining, workplace health and safety, immigration (including the completion of Forms I-9 for all applicable employees and the proper confirmation of employee visas), whistleblowing, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave issues, paid time off, unemployment insurance and the payment of social security, employee provident fund and other Taxes. (d) There are no material Proceedings pending or, to the Knowledge of the Company, threatened against any Group Company with respect to or by any current or former employee or individual independent contractor of any of the Group Companies, or other worker providing services to any Group Company. (e) Since the Lookback Date, none of the Group Companies has implemented any plant closing or layoff of employees triggering notice requirements under the WARN Act, nor is there presently any outstanding Liability under the WARN Act, and no such plant closings or employee layoffs are currently planned or announced. (f) Except as would not reasonably be expected to have a Company Material Adverse Effectresult in material Liabilities to any Group Company, since the Lookback Date, (i) each of the Group Companies has withheld all individuals who are amounts required by Law or were performing consulting by agreement to be withheld from the wages, salaries and other payments to their employees; (ii) no Group Company has been liable for any arrears of wages, compensation, Taxes, penalties or other sums; (iii) each of the Group Companies has timely paid in full (or properly accrued) to all of their current or former employees and individual independent contractors all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees, expense reimbursements, benefits and other compensation due and payable to or on behalf of such current or former employees or individual independent contractors; and (iv) each individual who has provided or is currently providing services to any Group Company, and has been classified and treated as (x) an independent contractor, consultant, leased employee or other non-employee service provider or (y) an exempt employee, has been properly classified and treated as such for purposes of all applicable Laws, including relating to wage and hour and Tax. None of the Group Companies has material Liability for any delinquent payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any Group Company personnel (other than routine payments to be made in the Ordinary Course of Business). (g) To the Knowledge of the Company, no senior executive or employee, with annualized base compensation at or above $100,000, of any Group Company has provided notice of any intention to terminate his or her relationship with any Group Company within the first twelve (12) months following the Closing. (h) To the Knowledge of the Company, no current or former employee, independent contractor or other individual service provider of any Group Company is in any material respect in violation of any term of any employment agreement, consulting agreement, confidentiality agreement, invention assignment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation owed to (i) any Group Company or (ii) any third party with respect to such person’s right to be employed or engaged by a Group Company. (i) Since the Lookback Date, there have not been any Proceedings initiated, filed or, to the Knowledge of the Company, threatened against any Group Company Subsidiary are related to sexual harassment, sexual misconduct, other harassment, discrimination, retaliation or were correctly classified under all applicable Laws any material policy violation, by the Company or such Company Subsidiary as either “independent contractors” (against any current or comparable status in the case former director, officer, employee, contractor, agent or individual service provider of a non-U.S. entity) or “employees” as the case may be any Group Company, and (ii) all individuals who are each Group Company has promptly and thoroughly investigated, and taken reasonable corrective action with respect to, any allegations of sexual harassment, sexual misconduct, other harassment, discrimination, retaliation or were classified as “employees” material policy violation, by or against any current or former director, officer, employee, contractor, agent or individual service provider of the Company such Group Company. The Group Companies do not reasonably expect any material Liabilities with respect to any such allegations or Proceedings. (j) The Group Companies have not experienced any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or nonmaterial employment-exempt, as the case may berelated Liability with respect to COVID-19.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company its Subsidiaries has breached is a party to any collective bargaining agreement, labor union contract, or otherwise failed to comply with any provision of any Company trade union agreement (each a “Collective Bargaining Agreement, except for ”) which pertains to employees of the Company or any breaches, failures to comply or disputes that, individually or in of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectSubsidiaries. (b) Except for matters that, individually or in As of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectdate hereof, (i) to the Knowledge of the Company, there are no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries; (ii) no Collective Bargaining Agreement is not anybeing negotiated by the Company or any of its Subsidiaries; (iii) there are no strikes, and during lockouts, slowdowns or work stoppages against the past three years there has not been any, labor strike, dispute, work stoppage Company or lockout pending, any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, against or affecting threatened that may interfere with the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees respective business activities of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practiceits Subsidiaries; (iv) there are not any unfair no grievances or other labor practice charges or complaints against the Company or any Company Subsidiary pending, disputes pending or, to the Knowledge of the Company, threatened, before threatened against or involving the National Labor Relations BoardCompany or any of its Subsidiaries; and (v) there are not any pendingno unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatenedthreatened by or on behalf of any employee or group of employees, union grievances against in each case, other than as would not result in a Company Material Adverse Effect. (c) The Company and its Subsidiaries have complied since January 1, 2015, in all material respects, with applicable Laws and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, civil rights, discrimination in employment, employee health and safety, collective bargaining, workers’ compensation and the collection and payment of withholding and/or social security taxes). The Company and its Subsidiaries have complied since January 1, 2015 with the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing”, and there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of the Subsidiaries within the six (6) months prior to the date hereof. Except as would not be material to the Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) and its Subsidiaries taken as a whole, the Company and each Company Subsidiary is in compliance with of its Subsidiaries have withheld all amounts required by applicable Laws with respect Law to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of be withheld from the wages, classification of salaries and other payments to employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary andare not, to the Knowledge of the Company, no such investigation liable for any arrears of wages or any taxes or penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is in progress. liable for any material outstanding payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits for employees (c) Except for matters that, individually or other than routine payments to be made in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case ordinary course of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bebusiness consistent with past practice).

Labor Matters. (a) Section 4.17 Neither Parent nor any of its Subsidiaries is or has been a party to or bound by any Labor Agreement, and no employee of Parent or any of its Subsidiaries is represented by any labor union, works council, or other labor organization by way of certification, interim certification, voluntary recognition or succession rights. There is no pending or, to the Company Disclosure Letter sets forth a true and complete listknowledge of Parent, as threatened union representation petition or application involving employees of Parent or any of its Subsidiaries. As of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to neither Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company its Subsidiaries has breached or otherwise failed to comply with any provision knowledge of any Company Collective Bargaining Agreementactivity of any labor organization or employee group to organize any such employees since the Applicable Date. As of the date hereof, except Parent and its Subsidiaries have no notice or consultation obligations to any labor union, labor organization or works council in connection with the execution of this Agreement or consummation of the Transactions. (b) As of the date hereof, there is no, and since the Applicable Date, there has been no, unfair labor practice, charge or grievance arising out of a Labor Agreement or any other material labor-related Proceeding against Parent or any of its Subsidiaries pending, or, to the knowledge of Parent, threatened. No labor union has applied to have Parent or any of its Subsidiaries declared a common or related employer pursuant to any labor relations legislation in any jurisdiction where Parent or any of its Subsidiaries carries on business. (c) As of the date hereof, there is, and since the Applicable Date has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling, or other material labor dispute pending, or, to the knowledge of Parent, threatened, against or involving Parent or any of its Subsidiaries. (d) Parent and its Subsidiaries are, and for the last three (3) years have been, in compliance in all material respects with all applicable Laws respecting labor, employment and employment practices including, without limitation, all such Laws respecting terms and conditions of employment, wages and hours, worker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, recordkeeping, occupational safety, COVID-19, whistleblowing, disability rights or benefits, equal opportunity, human rights, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leaves, including family and medical leave, affirmative action, Office of Federal Contract Compliance Programs regulations, child labor and unemployment or employment insurance and health requirements. There are, and in the last three (3) years have been, no Proceedings pending or, to the knowledge of Parent, threatened against Parent or any breachesof its Subsidiaries, failures by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to comply any of the foregoing applicable Laws, or disputes thatalleging breach of any express or implied Contract of employment, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. . In the last three (b3) Except for matters thatyears, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there neither Parent nor any of its Subsidiaries has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge received any notice of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge intent of the CompanyEqual Employment Opportunity Commission, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company with respect to Parent or any Company Subsidiary and, of its Subsidiaries which would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a federal government contractor or subcontractor or subject to the requirements of Executive Order 11246. (e) Parent and its Subsidiaries have promptly, (i) thoroughly, and impartially investigated all individuals who are or were performing consulting sexual harassment, or other services for discrimination, retaliation, or policy violation allegations of which any of them is aware. With respect to each such allegation with potential merit, Parent and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. Parent and its Subsidiaries do not reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors, or agents of Parent and its Subsidiaries that, if known to the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be public, would bring Parent and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beits Subsidiaries into material disrepute.

Labor Matters. (a) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or similar labor agreement with a labor organization. None of the Company Employees are represented by any union, works council or other labor organization with respect to their employment with the Company or any of its Subsidiaries, and the Company and its Subsidiaries have satisfied any notice, consultation or bargaining obligations owed to their employees or their employees’ representatives under any applicable collective bargaining agreement or other analogous contract in connection with this Agreement or the consummation of the transactions contemplated herein. As of the date of this Agreement, (i) to the knowledge of the Company, there are no proceedings of any labor organization to organize any of the Company Employees, and (ii) there is no, and since December 31, 2018 has been no, material labor dispute or strike, slowdown, concerted refusal to work overtime, or work stoppage against the Company or any of its Subsidiaries, in each case, pending or threatened in writing. (b) Since December 31, 2018, neither the Company nor any of its Subsidiaries has implemented any plant closings or employee layoffs that would trigger notice obligations under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any analogous state law (the “WARN Act”) or trigger any liability under similar local law(s) relating to layoffs or reductions in force. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company and its Subsidiaries are, and at all times since December 31, 2018 have been, in compliance with all applicable Laws regarding employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, “whistle blower” rights, sexual harassment policies, employee leave issues, the proper payment of overtime and minimum wage, and unemployment insurance, and (ii) the Company and its Subsidiaries have not since December 31, 2018 committed any unfair labor practice as defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved. The Company and its Subsidiaries are, and at all times since December 31, 2018 have been, in compliance with all applicable laws relating to the proper classification of employees and independent contractors and the proper classification of employees as exempt and non-exempt, in each case, except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole. (d) Except as would not likely result in liability for the Company or the Company’s Subsidiaries in excess of $500,000 in the aggregate, there are no, and during the prior three (3) years have not been, any administrative charges or court complaints pending or, to the Company’s knowledge, threatened in writing against the Company or any of its Subsidiaries before the U.S. Equal Employment Opportunity Commission or any other Governmental Authority concerning alleged employment discrimination. (e) To the knowledge of the Company, during the prior two (2) years, no allegation of sexual harassment or other sexual misconduct have been made by any Company Employee against any other Company Employee who is in a management position with the Company or any of its Subsidiaries. The Company has not entered into and it is not a party to any settlement agreement with any Person that involved allegations relating to sexual harassment or other sexual misconduct by any Company Employee. (f) Section 4.17 5.14(f) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anymaterial salary or benefit reductions, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws furloughs and lay-offs implemented by the Company or such Company SubsidiaryCompany, as exempt or non-exemptin each case, as the case may bein response to COVID-19.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. (i) Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor union or labor organization, (ii) there is no pending union representation petition filed with the National Labor Relations Board or any other Governmental Entity, with respect to employees of the Company Subsidiaries has breached or otherwise failed any of its Subsidiaries, and (iii) to comply with the Knowledge of the Company, there is no labor organizing activity by any provision labor union or labor organization (or representative thereof) to organize employees of any the Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectits Subsidiaries. (b) Except for matters thatThere is no unfair labor practice charge or complaint or any other material complaint, individually material litigation or material judicial or administrative proceeding before the National Labor Relations Board or any other Governmental Entity, in each case, involving any employees of the aggregateCompany or any of its Subsidiaries pending, have not had and would not reasonably be expected or, to have a Company Material Adverse Effectthe Knowledge of the Company, threatened. (ic) there There is not any, and during the past three years there has not been any, labor no strike, disputeslowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries by or involving any employees of the Company Subsidiary; or any of its Subsidiaries, other than as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (iid) The Company and its Subsidiaries are, and since January 1, 2020 have been, in compliance in all material respects with all applicable Laws respecting employment and employment practices. Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by any Governmental Entity relating to its employees or employment practices pursuant to which it has any material outstanding liabilities or obligations. Except as is not reasonably expected to result in material liability to the Company or any of its Subsidiaries, the Company and its Subsidiaries maintain accurate and complete Form I-9s with respect to each of their former employees (for the time period required by applicable Law) and current employees in accordance with applicable Laws concerning immigration and employment eligibility verification obligations. (e) In the last three (3) years: (i) to the Knowledge of the Company, no union organizational campaign is in progress with respect to material allegations of sexual harassment have been made by any current or former employee of the employees Company against any current or former officer or director of the Company or any Company Subsidiary its Subsidiaries; and no question concerning representation of such employees exists; (iiiii) neither the Company nor any Company Subsidiary is engaged of its Subsidiaries have been in involved in any unfair labor practice; (iv) there are not material Proceedings, or entered into any unfair labor practice charges material settlement agreements, related to allegations of sexual harassment or complaints against the Company sexual misconduct by any current or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company former officer or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” director of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beof its Subsidiaries.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is the Company Subsidiaries has breached or otherwise failed to comply with any provision subject of any Company Collective Bargaining Agreementpending or, to the Knowledge of the Company, threatened Action asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable Applicable Law) or other violation of Applicable Law concerning labor or employment, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anyor seeking to compel the Company or any of its Subsidiaries to bargain with or otherwise recognize any Employee Representative Body. Neither the Company nor any of its Subsidiaries are party or otherwise subject to any Collective Bargaining Agreement or subject to any material bargaining order, injunction or other Order relating to the Company’s or any of its Subsidiaries’ relationship or dealings with its employees, any Employee Representative Body, and during no employee of the past three years there has not been any, labor Company or any of its Subsidiaries is represented by an Employee Representative Body. There is no strike, disputepicketing, work slowdown, lockout, stoppage or lockout pending, other job Action or labor dispute involving the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, against threatened and there have been no such Actions or affecting disputes in the Company or any Company Subsidiary; (ii) to past five years. To the Knowledge of the Company, no union organizational campaign is in progress with respect to the past five years, there has not been any attempt by employees of the Company or any of its Subsidiaries or any Employee Representative Body to organize, represent or certify a collective bargaining unit or to engage in any other labor organizing activity with respect to the workforce of the Company Subsidiary and no question concerning representation or any of such employees exists; (iii) neither its Subsidiaries. Neither the Company nor any Company Subsidiary of its Subsidiaries is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company required by Applicable Law or any Company Subsidiary pendingCollective Bargaining Agreement to provide any notice to, orconsult with, to or obtain the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent consent of any Governmental Entity responsible for Employee Representative Body in connection with the enforcement execution of labor this Agreement or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressMerger. (cb) Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are, and since October 1, 2018, have been, in compliance with all Applicable Laws respecting immigration, employment and employment practices, terms and conditions of employment, including, but not limited to, plant closures and layoffs, working time, wages and hours, calculation of holiday pay and the classification of employees as exempt or non-exempt from minimum wage and overtime pay under Applicable Laws and the classification of workers as employees or independent contractors. (c) To the Knowledge of the Company, in the last five years, no allegations of sexual harassment, sexual misconduct, discrimination or similar misconduct have been made against (i) all individuals who are any current or were performing consulting former officer or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” director of the Company or any of its Subsidiaries or (ii) any current or former employee of the Company Subsidiary are or were correctly classified under all applicable Laws any of its Subsidiaries at the level of vice president or higher, and no settlement or release agreement has been executed by the Company or any of its Subsidiaries in connection with any such Company Subsidiary, as exempt allegations in (i) or non-exempt, as the case may be(ii) above.

Labor Matters. (a) Section 4.17 As of the date of this Agreement, no employees of the Company Disclosure Letter sets forth or of any of its Subsidiaries are represented by any labor union or any collective bargaining organization. As of the date of this Agreement, no labor organization or group of employees of the Company or any of its Subsidiaries has made a true pending demand for recognition or certification, and complete listthere are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Company’s knowledge, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge as of the date hereof, hereof no facts or event exists that is likely to give rise to a violation of all Company Collective Bargaining Agreements. The Company has made available Section 4.13 on or before the Effective Time. (b) Except as would not reasonably be expected to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, have a Company Material Adverse Effect, with respect to employees of and service providers of the Company: the Company complies and has complied in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including any such Law respecting employment discrimination, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and no claims or investigations are pending or, to the Company’s knowledge, threatened with respect to such Law, either by private individuals or by governmental agencies; and all United States employees are at will. (c) To the Company’s knowledge, it is not, nor has it been, engaged in any material unfair labor practice within the past three (3) years. There is not had and now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Company pending or, to the Company’s knowledge, threatened, before the National Labor Relations Board or any other comparable foreign or domestic authority or any workers’ council, except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (bd) Except No material grievance or arbitration proceeding arising out of or under collective bargaining agreements or employment relationships (involving more than one employee) is pending, and no claims therefor exist or have, to the Company’s knowledge, been threatened; no labor strike, lock-out, slowdown, or work stoppage is pending or, to the Company’s knowledge, threatened against or directly affecting the Company. (e) All Persons who are or were performing services for matters thatthe Company and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of Law to be so classified, and the Company has fully and accurately reported their compensation on IRS Forms 1099 when required to do so, except where any such failure would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of Effect on the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 None of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Subsidiary the ("Employees") is represented in his or her capacity as an employee of the Company or any Subsidiary by any labor organization, and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary has entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any Employees. To the knowledge of the Company, there is engaged no union organization activity involving any of the Employees, pending or threatened. Since December 31, 1995, or except as set forth in Section 3.11 of the Disclosure Schedule, there has never been union representation involving any unfair labor practice; (iv) of the Employees and there are not no picketing, strikes, slowdowns, work stoppages, other job actions, lockouts, arbitrations, grievances or other labor disputes involving any unfair labor practice of the Employees, pending or threatened. Except as disclosed in Section 3.11 of the Disclosure Schedule, there are no material complaints, charges or complaints claims against the Company or any Company Subsidiary pending, pending or, to the Knowledge any of the Companytheir knowledge, threatenedthreatened which could be brought or filed with any public or governmental authority, before the National Labor Relations Board; (v) there are not any pendingarbitrator or court based on, orarising out of, in connection with, or otherwise relating to the Knowledge employment or termination of the Company, threatened, union grievances against employment or failure to employ by the Company or any Company Subsidiary that reasonably could be expected to result of any individual. Except as set forth in an adverse determination; (vi) Section 3.11 of the Disclosure Schedule, the Company and each Company Subsidiary is the Subsidiaries are in material compliance with all applicable Laws laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local "mass layoff" or "plant closing" law ("WARN"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes. There has been no "mass layoff" or "plant closing" as defined by WARN with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor and any Company Subsidiary has received written communication during within the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, six months prior to the Knowledge of the Company, no such investigation is in progressEffective Time. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 The Company and its Subsidiaries are and have been since December 31, 2012 in compliance in all material respects with all applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, worker health and safety, information privacy and security, payment and withholding of the Company Disclosure Letter sets forth a true Taxes and complete listcontinuation coverage with respect to group health plans. From December 31, as of 2012 through the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, ornor, to the Knowledge of the Company, has there been threatened, any labor dispute, work stoppage, labor strike or lockout against or affecting the Company or any of its Subsidiaries by employees. (b) No employee of the Company Subsidiary; (ii) or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. As of the date hereof, to the Knowledge of the Company, no union organizational campaign is in progress with respect there has not been any activity on behalf of any labor organization or employee group to the employees organize any such employees. As of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) date hereof, there are not any no (i) unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, its Subsidiaries pending before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company Board or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to other labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor relations tribunal or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary authority and, to the Knowledge of the Company, no such investigation is in progressmatters are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority, or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for Each person employed by the Company or any Company Subsidiary are of its Subsidiaries was or were correctly is properly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exemptexempt in accordance with applicable overtime laws, and no person treated as an independent contractor or consultant by the case may beCompany or any of its Subsidiaries should have been properly classified as an employee under applicable law.

Labor Matters. (a) Section 4.17 Except for those Company Employees and Company Independent Contractors with written Contracts that provide otherwise, and except as otherwise provided by applicable Laws, (i) each Company Employee currently employed by the Company or a Company Subsidiary is an “at will” employee (whose employment may be terminated at any time by the Company or such employee, in each case with or without reason) and has the right to work for the Company or any Company Subsidiary and (ii) each of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except Independent Contractors may be terminated for any breaches, failures reason on no more than thirty (30) days’ notice. Except as would not be reasonably likely to comply or disputes thathave, individually or in the aggregate, have not had a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance in all material respects with all applicable Laws or Contracts governing or concerning labor relations, employment, union and collective bargaining, immigration, fair employment practices, employment discrimination and harassment, terms and conditions of employment, workers’ compensation, occupational safety and health, plant closings, and wages and hours, and any other Law applicable to the Company or a Company Subsidiary with respect to any of the Company Employees or Company Independent Contractors, including without limitation, ERISA, the Immigration Reform and Control Act of 1986, the National Labor Relations Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1992, WARN, the Occupational Safety and Health Act, the Xxxxx-Xxxxx Act, the Xxxxx-Xxxxx Act, the Service Contract Act, Executive Order 11246, the Fair Labor Standards Act and the Rehabilitation Act of 1973 and all regulations under such acts (collectively, the “Labor Laws”). Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect as of the date of this Agreement neither the Company nor any Company Subsidiary is liable for or bound by, as the case may be, any liabilities, judgments, decrees, orders, citations, Taxes, fines or penalties for failure to comply with any of the Labor Laws. Each of the Company and its Subsidiaries has withheld all amounts required by applicable Law or by agreement to be expected withheld from the wages, salaries and other payments made or benefits provided to have Company Employees, except for such failures that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries is liable for any arrears of wages, salaries or other benefits or any Taxes or any penalty for failure to comply with any of the foregoing. (b) As of the date of this Agreement, there are no pending or, to the Company’s Knowledge, threatened claims, lawsuits, complaints, controversies, investigations or other proceedings against the Company or any of its Subsidiaries brought by or on behalf of any current or former Company Employee or current or former Company Independent Contractor (other than regular claims for benefits in accordance with the terms of such Company Plans and policies), except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (bc) Except for matters thatAs of the date of this Agreement, individually to the Knowledge of the Company, no current Company Employee or Company Independent Contractor whose annual cash compensation (including, without limitation, commissions and bonuses) was in excess of $500,000 in fiscal year 2005 has given notice to the aggregate, have not had and would not reasonably be expected to have Company or a Company Material Adverse EffectSubsidiary terminating, nor does the Company have any Knowledge that any such person intends to terminate, his or her employment or independent contractor relationship with the Company or its Subsidiaries. (d) To the Knowledge of the Company, as of the date of this Agreement no Company Employee or Company Independent Contractor is in violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating (i) to the right of any such person to be employed or retained 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 its Subsidiaries, or (ii) to the use by or for the benefit of any of the Company or any Company Subsidiary of the trade secrets, intellectual property, or confidential or proprietary information of others. To Company’s Knowledge, as of the date of this Agreement no Company Employee or Company Independent Contractor is in material violation of any term of any employment Contract, non-disclosure agreement, non-competition agreement, or restrictive covenant with the Company or any Company Subsidiary relating to the business of the Company or any of its Subsidiaries. (e) As of the date of this Agreement, there is not anyare no strikes, and during the past three years there has not been anyslowdowns, labor strike, disputepicketing, work stoppage stoppages, concerted refusal to work overtime, lockouts, other material labor controversies or lockout pending, disputes or any unfair labor practice charges pending or, to the Knowledge of the Company, threatened, against threatened by or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of between the Company or any Company Subsidiary and no question concerning representation any of their respective Company Employees, nor has any such employees exists; controversy or dispute occurred over the last three (iii3) neither years. Neither the Company nor any Company Subsidiary has recognized a labor union or is engaged in a party to, or bound by, any unfair collective bargaining Contract with a labor practice; (iv) there are not any unfair union or labor practice charges or complaints against the Company or any Company Subsidiary pendingorganization, ornor, to the Knowledge of the Company, threatenedhave there been any organizing efforts during the past three (3) years, before including any petitions for a certification or unionization proceeding. (f) During the National Labor Relations Board; (v) there are not any pendingthree-year period ending on the date of this Agreement, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary of its Subsidiaries has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor effectuated a “plant closing” or employment Laws to conduct an investigation of or affecting the Company “mass layoff” as those terms are defined in WARN or any Company Subsidiary andsimilar state law, to the Knowledge of the Company, no such investigation is affecting in progress. (c) Except for matters that, individually whole or in the aggregatepart any site of employment, have not had and would not reasonably be expected to have a Company Material Adverse Effectfacility, (i) all individuals who are operating unit or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” employee of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union representation petition involving employees of the Company Subsidiaries has breached or otherwise failed to comply with any provision of its Subsidiaries, and (iii) the Company does not have Knowledge of any Company Collective Bargaining Agreement, except for activity or Proceeding of any breaches, failures labor organization (or representative thereof) to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectorganize any such employees. (b) Except for matters thatThere is no unfair labor practice charge or grievance arising out of a collective bargaining agreement, individually other similar agreement with any labor union, or in other labor-related grievance Proceeding against the aggregateCompany or any of its Subsidiaries pending, have not had and would not reasonably be expected or, to have a Company Material Adverse Effectthe Knowledge of the Company, threatened. (ic) there There is not any, and during the past three years there has not been any, labor no material strike, disputeconcerted slowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the its Subsidiaries involving any employees of the Company or any of its Subsidiaries. (d) The Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged its Subsidiaries are, and since December 31, 2021 have been, in any unfair labor practice; (iv) compliance in all material respects with all applicable Laws respecting employment and employment practices, and there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, no Proceedings pending or, to the Knowledge of the Company, threatenedthreatened against the Company or any of its Subsidiaries, before by or on behalf of any applicant for employment, any current or former employee or other individual independent contractor or any class of the foregoing, relating to any of 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. Since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting with respect to the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Subsidiary andMaterial Adverse Effect. (e) Since December 31, 2021, except as has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of the Company: (i) the Company and its Subsidiaries have reasonably investigated all sexual harassment and sexual misconduct allegations against officers, directors, and employees of the Company and its Subsidiaries; (ii) with respect to each such allegation (except any that the Company and its Subsidiaries reasonably determined to not have merits), the Company and its Subsidiaries have taken corrective action reasonably calculated to prevent further improper action; (iii) no allegations of sexual harassment or sexual misconduct have been made against any current or former officer, director or employee of the Company or its Subsidiaries; and (iv) there are no Proceedings pending or, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thatthreatened related to allegations of sexual harassment or sexual misconduct by any current or former officer, individually director or in employee of the aggregateCompany or any of its Subsidiaries. Since December 31, have 2021, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by any Company Subsidiary are current or were correctly classified under all applicable Laws by the Company former officer, director or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” employee of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beof its Subsidiaries.

Labor Matters. (a) Section 4.17 GHH is not a party to any labor or collective bargaining agreement, and no employees of GHH are represented by any labor organization. Within the Company Disclosure Letter sets forth preceding three years, there have been no representation or certification proceedings, or petitions seeking a true and complete listrepresentation proceeding, as of pending or, to GHH’s knowledge, threatened in writing to be brought or filed with the date hereofNational Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining AgreementsGHH’s knowledge, including with there have been no organizing activities involving GHH in respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectgroup of employees of GHH. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, disputeThere are no strikes, work stoppage stoppages, slowdowns, lockouts, material arbitrations or lockout pending, material grievances or other material labor disputes pending or, to the Knowledge knowledge of the CompanyGHH, threatened, threatened against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, involving GHH. There are no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges charges, grievances or complaints against the Company or any Company Subsidiary pending, pending or, to the Knowledge of the CompanyGHH’s knowledge, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company threatened by or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent on behalf of any Governmental Entity responsible for the enforcement employee or group of labor or employment Laws to conduct an investigation employees of or affecting the Company or any Company Subsidiary GHH and, to the Knowledge knowledge of GHH, there are no facts or circumstances which could form the basis for any of the Company, no such investigation is in progressforegoing. (c) Except There are no complaints, charges or claims against GHH pending or, to GHH’s knowledge, threatened 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 GHH, and, to the knowledge of GHH, there are no facts or circumstances which could form the basis for matters thatany of the foregoing. (d) GHH is in material compliance with all Laws relating to the employment of labor, individually or in including all such Laws relating to wages, hours, the aggregateWorker Adjustment and Retraining Notification Act, have not had as amended (“WARN Act”), collective bargaining, discrimination, civil rights, safety and would not reasonably be expected to have a Company Material Adverse Effecthealth, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and any similar Tax. (ie) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either There has been no “independent contractorsmass layoff” (or comparable status in the case of a non-U.S. entity) or “employeesplant closing” as defined by WARN Act in respect of GHH within the case may be and (ii) all individuals who are or were classified as “employees” of six months prior to the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bedate hereof.

Labor Matters. (a) Section 4.17 3.17 of the Company Disclosure Letter sets forth Schedule contains a true and complete list, list as of the date hereof, of this Agreement of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company and each of its Subsidiaries has breached whose annual rate of base compensation exceeds $150,000 per year, along with the position and the annual rate of base compensation of each such person. (b) Except as set forth in Section 3.17 of the Company Disclosure Schedule or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to likely have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, : (i) there any person engaged by Company as an independent contractor or consultant, rather than an employee, has been properly classified as such in accordance with all applicable federal, foreign, state or local laws; (ii) hours worked by and payments made to employees of the Company in respect of wages have been in accordance with the Fair Labor Standards Act or any other applicable federal, foreign, state or local laws dealing with such matters; (iii) the Company has not since January 1, 2000 been and, to the Company’s Knowledge, is not anynow subject to a union organizing effort; (iv) the Company does not have an obligation to bargain with any labor organization with respect to the terms and conditions of employment of any of its employees; (v) the Company has complied in all material respects with all applicable federal, state and during local laws, ordinances, rules and regulations and requirements relating to the past three years employment of labor, including but not limited to the provisions thereof relating to wages, hours, collective bargaining and ensuring equality of opportunity for employment and advancement of minorities and women; (vi) there has not been any, labor strike, dispute, work stoppage or lockout are no claims pending, or, to the Knowledge Company’s Knowledge, threatened to be brought, in any court or administrative agency by any former or current Company employee for compensation, pending severance benefits, vacation time, vacation pay or pension benefits, or any other claim threatened or pending in any court or administrative agency from any current or former employee or any other person arising out of the Company’s status as employer, threatenedwhether in the form of claims for employment discrimination, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Companyharassment, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standardsgrievances, terms and conditions of employmentwrongful discharge, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressotherwise. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (ai) Section 4.17 As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union, works council or similar organization, and, to the Company’s Knowledge, there are no material activities or proceedings by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any employees of the Company Disclosure Letter sets forth a true and complete listor any of its Subsidiaries. To the Knowledge of the Company, as of the date hereofof this Agreement, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither no work stoppage or labor strike against the Company nor or any of the Company its Subsidiaries has breached by employees is pending or otherwise failed to comply with any provision of any Company Collective Bargaining Agreementthreatened, except for any breaches, failures as would not reasonably be expected to comply or disputes thatbe, individually or in the aggregate, have material to the Company and its Subsidiaries, taken as a whole. (ii) Except as has not had had, and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are in compliance with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity Laws), terms and conditions of employment, workers’ compensation, occupational safety and health, and wages and hours. (iii) Except as has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, (iA) there none of the Company or any of its Subsidiaries is not anysubject to, and during the past three years there is a party to, or has not been anythreatened in writing with any action, labor strikeproceeding, dispute, work stoppage grievance, arbitration, investigation before any Governmental Authority, charge or lockout pendinglawsuit relating to labor or employment matters involving any current or former employees of the Company or any of its Subsidiaries, including matters involving labor, employment, fair employment practices (including equal employment opportunity Laws), terms and conditions of employment, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours and (B) as of the date of this Agreement, none of the Company or any of its Subsidiaries has received written notice of any controversy pending or threatened between the Company or any of its Subsidiaries and any of their respective current or former employees or consultants, which controversy has or would reasonably be likely to result in an action, proceeding, dispute, grievance, arbitration, investigation before any Governmental Authority, charge or lawsuit. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there is no pending or, to the Knowledge of the Company, threatened, against threatened Action that has been asserted or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints instituted against the Company or any Company Subsidiary pending, or, of its Subsidiaries by any Governmental Authority or any individual relating to the Knowledge legal status or classification of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against an individual classified by the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary its Subsidiaries as either “independent contractors” (or comparable status in the case of a non-U.S. entity) employee (such as an independent contractor, a leased employee, a consultant or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bespecial consultant).

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any no employee of the Company or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement or represented by a labor union or similar representative. To the knowledge of the Company, there has breached or otherwise failed to comply with not been any provision activity since January 1, 2019 on behalf of any labor union, labor organization or similar employee group to organize any employees of the Company Collective Bargaining Agreementor any of its Subsidiaries. There are no (i) unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any other labor relations tribunal or authority and to the knowledge of the Company no such representations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement, in each case, except for any breaches, failures to comply or disputes thatsuch matters as, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Since January 1, 2019, there has not been, and as of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any labor dispute, work stoppage, labor strike or lockout against the Company or any of its Subsidiaries by its employees. (b) The Company and its Subsidiaries are in compliance in all respects with all Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, overtime classification, classification of employees and independent contractors, workers’ compensation and the collection and payment of withholding and/or payroll Taxes and similar Taxes, except where such noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. During the preceding three years, (i) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any of its Subsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither the Company nor any of its Subsidiaries has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law. (c) With respect to any current or former employee, officer, consultant or other service provider of the Company, there are no actions against the Company or any of its Subsidiaries pending, or to the Company’s knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of the Company, including any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws, except where such action, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (bd) Except for matters thatwith respect to any Company Plan (which subject is addressed in Section 3.12 above), individually or in the aggregate, have not had execution and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, delivery of this Agreement and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge consummation of the CompanyTransactions will not result in any breach or violation of, threatenedor cause any payment to be made under, against any applicable Laws respecting labor and employment or affecting any collective bargaining agreement to which the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign its Subsidiaries is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressa party. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to employees of the Company or any of its Subsidiaries has breached or otherwise failed and, to comply with the knowledge of the Company, there are not any provision activities and proceedings of any Company Collective Bargaining Agreement, except for labor union to organize any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, such employees: (i) there is not anyno unfair labor practice charge or complaint pending before any applicable Governmental Entity relating to the Company, and during the past three years any of its Subsidiaries or any of their respective employees; (ii) there has not been any, is no labor strike, dispute, material slowdown or material work stoppage or lockout pending, pending or, to the Knowledge knowledge of the Company, threatened, threatened against or affecting the Company or any of its Subsidiaries, and neither the Company Subsidiarynor any of its Subsidiaries has experienced any strike, material slowdown or material work stoppage, lockout or other collective labor action by or with respect to its employees; (iiiii) there is no representation claim or petition pending before any applicable Governmental Entity, and to the Knowledge knowledge of the Company, Company no union organizational campaign is in progress with respect question concerning representation exists relating to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees existsits Subsidiaries; (iiiiv) there are no charges with respect to or relating to the Company or any of its Subsidiaries currently pending before any applicable Governmental Entity responsible for the prevention of unlawful employment practices; and (v) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary its Subsidiaries has received written communication during the past three years of the intent of notice from any Governmental Entity responsible for the enforcement of labor or employment Laws of an intention to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, its Subsidiaries that has not been settled and no such investigation is in progress. (cb) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for Each of the Company or any Company Subsidiary are or were correctly classified under and its Subsidiaries has been in compliance in all material respects with all applicable Laws by relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding and/or social security Taxes. The Company and each of its Subsidiaries has met in all material respects all applicable Laws or such Company Subsidiary as either “independent contractors” (or comparable status in regulations relating to the case employment of a non-U.S. entity) or “employees” as foreign citizens, including all requirements of I-9, and to the case may be and (ii) all individuals who are or were classified as “employees” knowledge of the Company, none of the Company or any of its Subsidiaries currently employs, or has ever employed, any Person who was not permitted to work in the jurisdiction in which such Person was employed. The Company Subsidiary are and each of its Subsidiaries has complied in all material respects with all Laws that could require overtime to be paid to any current or were correctly former employee of the Company and each of its Subsidiaries, and no employee has ever brought or, to the knowledge of the Company, threatened to bring a claim for unpaid compensation or employee benefits, including overtime amounts. (c) All independent contractors of the Company and each of its Subsidiaries have been, and currently are, properly classified under all applicable Laws and treated by the Company or and each of its Subsidiaries as independent contractors and not as employees. All such Company Subsidiaryindependent contractors have in the past been, and continue to be, properly and appropriately treated as exempt or non-exemptemployees for all federal, state, local and foreign Tax purposes. The Company and each of its Subsidiaries has fully and accurately reported its independent contractors’ compensation on IRS Forms 1099 (or otherwise in accordance with applicable Law) when required to do so, and none of the Company or any of its Subsidiaries has any liability to provide benefits with respect to its independent contractors under the Company Benefit Plans or otherwise. At no time has any independent contractor brought a claim against the Company or any of 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. (d) Section 3.12(d) of the case may beCompany Disclosure Schedule sets forth the annual base salary to be paid to each executive officer of the Company and employee of the Company earning more than $350,000 in 2011. There are no guaranteed payments to any employees of the Company or any of its Subsidiaries except as set forth on Section 3.12(d) of the Company Disclosure Schedule. (e) Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law that remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned, announced, or within the prior six (6) months effectuated any “plant closing” or “mass layoff “ as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) Section 4.17 Since December 31, 2013, in each case in respect of the Company Disclosure Letter sets forth a true and complete listBusiness, as of there has been no labor strike, or work stoppage, walkout, slow-down, lockout, material grievance or other material labor dispute pending or, to the date hereofSellers’ Knowledge, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside threatened against the United States. Neither the Company nor Sellers or any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effecttheir Affiliates. (b) Except for matters thatthe works council at the Petten Facility and the collective labor agreement at Mallinckrodt Medical B.V. (1 October 2014 – 30 September 2016), individually there are no, and since December 31, 2013 have been no, collective bargaining, works council or similar agreements or any collective bargaining relationships, entered into by the Sellers or any of their Affiliates, in each case in respect of the aggregateBusiness. Neither the Sellers nor any of their Affiliates is subject to any charge, have not had and would not reasonably be expected written demand, petition, or representation proceeding seeking to have a Company Material Adverse Effectcompel, (i) require or demand it to bargain with any labor union or works council in respect of the Business or any of the Employees. To the Sellers’ Knowledge, there is not any, and during for the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is organizing activity in progress the United States by any labor organization with respect to the any Employees or employees of the Company Sellers or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged their Affiliates in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge respect of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressBusiness. (c) Except as would not result in material liability for matters thatthe Sellers or any of their Affiliates, individually the Sellers and their Affiliates have paid to each of its current and former employees and independent contractors all salaries, wages, wage premiums, bonuses, commissions, accrued unused paid time off, and other compensation to which they are entitled under applicable Law, Contract, or policy. (d) Since December 31, 2013, the Sellers and their Affiliates, in each case in respect of the Business, are and have been in compliance in all material respects with all Laws relating to the employment of labor (including but not limited to provisions thereof relating to wages, hours, equal opportunity, collective bargaining, child labor, immigration, plant closures and layoffs, affirmative action, workers’ compensation, employee leave issues, classification of employees and other workers (including independent contractors) for overtime, tax, and benefits purposes, and the payment of social security and other employment-related Taxes). (e) The Sellers and their Affiliates have not implemented any plant closing or employee layoffs in the aggregate, have not had United States without complying with the Worker Adjustment and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company Retraining Notification Act of 1988 or any Company Subsidiary similar Law (collectively, the “WARN Act”) since December 31, 2013 and no such plans are currently contemplated, planned or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beannounced.

Labor Matters. (a) Except as set forth in Section 4.17 3.14 of the Company Disclosure Letter sets forth Schedule, neither the Company nor any of its subsidiaries is a true party to any labor or collective bargaining agreement, and complete list, as there are no labor or collective bargaining agreements which pertain to employees of the Company or any of its subsidiaries. As of the date hereof, no labor organization or group of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries or any of its subsidiaries has breached made a pending demand against the Company or otherwise failed any of its subsidiaries for recognition, and there are no representation proceedings or petitions seeking a representation proceeding pending against the Company or any of its subsidiaries or, to comply the knowledge of the Company, threatened to be brought or filed against the Company or any of its subsidiaries with the National Labor Relations Board or any provision other labor relations tribunal. (b) There are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii) material grievances or other labor disputes pending or, to the knowledge of the Company, threatened against or involving the Company or any Company Collective Bargaining Agreementof its subsidiaries, except for any breachesas have not had, failures and would not be reasonably expected to comply or disputes thathave, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company or any of its subsidiaries, in each case except as has not had had, and would not be reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (c) There are no complaints, (i) there is not any, and during charges or claims against the past three years there has not been any, labor strike, dispute, work stoppage Company or lockout pending, any of its subsidiaries or, to the Knowledge knowledge of the Company, threatenedthreatened to be brought or filed with any Governmental Entity based on, against arising out of, in connection with or affecting otherwise relating to the employment by the Company or any Company Subsidiary; (ii) of its subsidiaries of any individual, including any claim relating to the Knowledge of the Companyemployment discrimination, no union organizational campaign is in progress with respect to the employees of the Company equal pay, employee safety and health, wages and hours or any Company Subsidiary workers' compensation and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged of its subsidiaries has violated any Law respecting such matter, in any unfair labor practice; (iv) there are each case except as has not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pendinghad, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are and would not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that be reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for Effect on the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beCompany.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies and each of such Company Collective Bargaining Agreementsits Subsidiaries: (i) is in compliance with all applicable laws and agreements regarding hiring, employment, termination of employment, plant closing and mass layoff, employment discrimination, harassment, retaliation, and reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee classification, employee health and safety, use of genetic information, leasing and supply of temporary and contingent staff, engagement of independent contractors, including proper classification of same, payroll taxes, and immigration with respect to employees based outside Company Employees, and contingent workers; and (ii) is in compliance with all applicable laws relating to the United States. Neither relations between it and any labor organization, trade union, work council, or other body representing Company Employees, except, in the Company nor any case of clauses (i) and (ii) immediately above, where the Company Subsidiaries has breached or otherwise failed failure to comply be in compliance with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures the foregoing would not reasonably be expected to comply or disputes thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thatNeither the Company nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement, individually contract or in other agreement or understanding with a labor union or labor organization, nor is the aggregateCompany or any of its Subsidiaries the subject of a proceeding asserting that it or any such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel the Company or any such Subsidiary to bargain with any labor organization as to wages or conditions of employment, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) nor is there is not any, and during the past three years there has not been any, any strike or other material labor strike, dispute, work stoppage dispute involving it or lockout pending, any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) nor, to the Knowledge of the Company, no union is there any activity involving its or any of its Subsidiaries’ employees seeking to certify a collective bargaining unit or engaging in other organizational campaign is in progress with respect to the employees activity. As of the Company date of this Agreement, there is no written labor or employment-related charge, complaint or claim of any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints sort against the Company or any Subsidiary of the Company Subsidiary pending, pending or, to the Knowledge of the Company, threatenedthreatened before any Governmental Entity, before the National Labor Relations Board; (v) there are except for such charges, complaints or claims that would not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that be reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of Except for such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes thatmatters, individually or in the aggregate, as have not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, there are no (i) labor strikes, disputes, slowdowns, representation or certification campaigns, or work stoppages or other concerted activities with respect to employees of any of the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, (ii) grievance or arbitration proceedings, decisions, side letters, letter agreements, letters of understanding, or settlement agreements arising out of collective-bargaining agreements to which the Company or any of its Subsidiaries is a party, (iii) unfair labor practice complaints pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, or (iv) activities or proceedings of any labor union or employee association to organize any such employees. (b) Except for matters thatsuch matters, individually or in the aggregate, as have not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is its Subsidiaries are in compliance with all applicable Laws with respect to labor relations, respecting employment and employment practices, occupational safety and health standardsterms, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity employment and workers’ compensation; wages and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progresshours. (c) Except for matters thatsuch matters, individually or in the aggregate, as have not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, there are no administrative matters pending with any Governmental Entity regarding (i) all individuals who are violations or were performing consulting or other services for the Company alleged violations of any wage and hour Law or any Company Subsidiary are Law with respect to discrimination on the basis of race, color, creed, national origin, religion, or were correctly classified any other basis under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and Law, (ii) all individuals who are or were classified as “employees” any claimed violation of Title VII of the Company 1964 Civil Rights Act, as amended, (iii) any allegation or claim arising out of Executive Order 11246 or any Company Subsidiary are other applicable order relating to governmental contractors or were correctly classified under all state contractors, or (iv) any violation or alleged violation of the Age Discrimination and Employment Act, as amended, or any other applicable Laws by the Company or such Company Subsidiarywith respect to wages, as exempt or non-exempthours, as the case may beemployment practices, and terms and conditions of employment.

Labor Matters. (a) Except as set forth on Section 4.17 3.12(a) of the Company Disclosure Letter sets forth Letter, no Acquired Company is a true party to, or is bound by, any collective bargaining agreement or similar agreement with any labor union, labor organization or works council, and complete listno Acquired Company has been a party to or bound by any such agreement within the last three years. (b) Since January 1, as 2020, there has been no: (i) to the knowledge of the date hereofCompany, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, organizational activity (including without limitation any petition or demand for recognition or election) or threat thereof by or with respect to any employees based outside the United States. Neither the Company nor of any of the Acquired Companies, or (ii) strike, picketing, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of any of the Acquired Companies, whether engaged in collective action or not. (c) Each Acquired Company Subsidiaries has breached complied with all applicable Laws relating to wages, hours, immigration, employee and independent contractor classification, discrimination in employment, collective bargaining and all other Laws pertaining to employment and labor, including the Worker Adjustment and Retraining Notification Act and comparable state, local and federal Laws, whether domestic or otherwise failed international (“WARN”), and are not liable for any arrears of wages or any Taxes or penalties for failure to comply with any provision of any Company Collective Bargaining Agreementthe foregoing, except for any breachesas has not had, failures to comply or disputes thatand would not, individually or in the aggregate, have not had and would not reasonably be expected to have result in material liability to the Acquired Companies, taken as a Company Material Adverse Effectwhole. (bd) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there There is not anyno, and during within the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, Action pending or, to the Knowledge knowledge of the Company, threatenedthreatened by or on behalf of any employee or independent contractor or group of employees or independent contractors (in each case, against current or affecting former) of any of the Company Acquired Companies, including any charge, grievance, complaint or investigation alleging violation of any local, state, federal or other Law related to labor or employment, whether domestic or international, including without limitation, Laws related to wages and hours (including the Fair Labor Standards Act and comparable state or local Laws), immigration, discrimination in employment, collective bargaining, workplace health and safety, plant layoffs or shutdowns (including WARN) or any Company Subsidiary; (ii) to other Action before or under the Knowledge jurisdiction of the CompanyOffice of Federal Contract Compliance Programs, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, orthe Occupational Safety and Health Administration, to the Knowledge of Equal Employment Opportunity Commission, the Company, threatened, union grievances against the Company U.S. or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relationsState Department of Labor, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary andother Governmental Entity, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thateach case except as, individually or in the aggregate, have has not had had, and would not not, individually or in the aggregate, reasonably be expected to have result in material liability to the Acquired Companies, taken as a whole. (e) Without limiting the generality of the foregoing, each employee of an Acquired Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for works in the Company United States or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entityjurisdiction is duly authorized to work in the United States or such other non-U.S. jurisdiction, respectively, and the Acquired Companies have complied in all material respects with applicable Laws concerning each such current employee’s employment eligibility verification, including with respect to Forms I-9 for U.S. employees. (f) or “employees” as the case may be and (iiSection 3.12(f) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under Disclosure Letter sets forth an approximate headcount as of the date of this Agreement of all applicable Laws of the employees of the Acquired Companies by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bejurisdiction.

Labor Matters. (a) Section 4.17 Except as set forth on Schedule 2.12(a), the Company and its Subsidiaries are not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company and its Subsidiaries nor, to the Company’s knowledge, are there any activities or proceedings of any labor union to organize any such employees. There are no pending grievance or similar proceedings involving the Company and its Subsidiaries and, to the Company’s knowledge, any of its employees who are subject to a collective bargaining agreement or other labor union contract, and there are no continuing obligations of the Company Disclosure Letter sets forth a true and complete list, as of its Subsidiaries pursuant to the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision resolution of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectsuch proceeding that is no longer pending. (b) Except as set forth on Schedule 2.12(b), there are no material written agreements between the Company and its Subsidiaries and any of their employees or individual contractors that their employment or services will be for matters thatany particular length that cannot be terminated at any time, individually subject to any applicable notice period prescribed therein. To the Company’s knowledge, none of its officers or key employees currently intends to terminate his or her employment with the Company or any of its Subsidiaries. The Company and its Subsidiaries are in compliance in all material respects and, to the Company’s knowledge, each of the Company’s and its Subsidiaries’ employees and individual contractors is in compliance in all material respects, with the terms of the respective employment and service agreements between the Company or its Subsidiaries and such individuals, except, in each case, where noncompliance would not reasonably be likely to result in the aggregateCompany or any of its Subsidiaries incurring a material liability. Except as otherwise disclosed in Schedule 2.12(b), there are no material oral or informal arrangements, commitments or promises between the Company or its Subsidiaries and any officers or key employees of the Company or its Subsidiaries that have not had been documented as part of the formal written agreements between any such individuals and the Company or its Subsidiaries and made available to Quartet. (c) The Company and its Subsidiaries are in compliance in all material respects with all Legal Requirements applicable to its employees, including all applicable labor and employment provisions included in the Maritime Guidelines, respecting employment, employment practices, terms and conditions of employment and wages and hours and is not liable for any material arrears of wages or penalties with respect thereto. The Company’s and its Subsidiaries’ obligations to provide statutory severance pay to their employees are fully funded or accrued on the Audited Financial Statements and the Company has no knowledge of any circumstance that is reasonably likely to 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) that would reasonably likely to result in the Company or any of its Subsidiaries incurring a material liability. Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting in the Company or any Company Subsidiary; (ii) of its Subsidiaries incurring a material liability, there are no pending, or to the Knowledge Company’s knowledge, threatened or reasonably likely claims or actions against the Company or any of its Subsidiaries by any employee in connection with such employee’s employment or termination of employment by the CompanyCompany or any of its Subsidiaries. (d) Except as would not reasonably be expected in the Company or any of its Subsidiaries incurring a material liability, no union organizational campaign is in progress with respect to the employees employee or former employee of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor its Subsidiaries is owed any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification benefits or other compensation for past services (other than wages, benefits and compensation accrued in the ordinary course of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication business during the past three years of the intent of current pay period and any Governmental Entity responsible accrued benefits for the enforcement of labor services, which by their terms or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary andunder applicable law, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or are payable in the aggregatefuture, have not had such as accrued vacation, recreation leave and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beseverance pay).

Labor Matters. (a) Except as set forth in Section 4.17 2.17(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither (i) neither the Company nor any of its Subsidiaries is a party to any Collective Bargaining Agreement and no such agreement is being negotiated, (ii) to the Knowledge of the Company, there is no pending union representation petition involving employees of the Company or any of its Subsidiaries and none has breached or otherwise failed to comply with any provision been pending in the past three years, (iii) the Company does not have Knowledge of any Company Collective Bargaining Agreement, except for activity or Action of any breaches, failures labor organization (or representative thereof) or employee group (or representative thereof) to comply organize any such employees that is currently pending or disputes that, individually or has occurred in the aggregatepast three years, have not had and would not reasonably be expected (iv) no service provider with respect to have the Company or any of its subsidiary is subject to a Company Material Adverse EffectPEO relationship. (b) Except for matters thatNeither the execution of this Agreement nor the consummation of the transactions contemplated hereby require the Company or any of its Subsidiaries to seek or obtain any consent, individually engage in consultation with, or in issue any notice to or make any filing with (as applicable) any labor organization, trade union or employee representative body of employees, or Governmental Entity with respect to any employee. (c) 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 Action against the aggregateCompany or any of its Subsidiaries pending, have not had and would not reasonably be expected or, to have a Company Material Adverse Effectthe Knowledge of the Company, threatened. (id) there There is not any, and during the past three years there has not been any, labor no strike, dispute, slowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting involving the Company or any Company Subsidiary; (ii) to the Knowledge of the Companyits Subsidiaries, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; events have occurred in the past three years. (iiie) neither the The Company nor any Company Subsidiary is engaged and its Subsidiaries are, and since July 1, 2019 have been, in any unfair labor practice; (iv) compliance in all respects with all applicable Laws respecting employment and employment practices, and there are no, and in the past 3 years there have not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pendingbeen any, Actions pending or, to the Knowledge of the Company, threatenedthreatened against the Company or any of its Subsidiaries, before by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any of 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 would not reasonably be expected to be material. Since July 1, 2019, neither the Company nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting with respect to the Company or any Company Subsidiary andof its Subsidiaries, except in each case as would not be expected to result in material liability to the Knowledge of the Company, no such investigation is in progressCompany and its Subsidiaries. (cf) Except for matters that, individually or in the aggregate, have not had and as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, all individuals who perform or have performed services for the Company or any Subsidiary thereof in the past three years have been properly classified in all respects under applicable Law as employees or individual independent contractors and for employees, as an “exempt” employee or a “non-exempt” employee (within the meaning of the Fair Labor Standards Act and applicable state Law), and no such individual has been improperly included or excluded from any Employee Plan. Except as would not result in material liability to the Company and its Subsidiaries: (A) the Company and its Subsidiaries have timely paid all wages, salaries, wage premiums, commissions, bonuses, fees, and other compensation which have come due and payable to their current and former employees and individual independent contractors under applicable Law, Company Employee Plan or Contract; and (B) neither the Company nor its Subsidiaries is liable for any fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation. (g) Except as would not have a Company Material Adverse Effect, 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 liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits for employees (other than routine payments to be made in the ordinary course of business). (h) During the three (3) years prior to the date of this Agreement, neither the Company nor any Subsidiary thereof has engaged in or effectuated any “plant closing” or employee “mass layoff” (in each case, as defined in, and pursuant to, WARN). (i) all individuals who are In the past three (3) years, (i) no formal written allegations of sexual harassment have been made through the Company’s internal reporting procedures against any employee at the level of Vice President or were performing consulting or above, other services for than any allegations that the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be thereof reasonably determined, after due inquiry, did not have merit and (ii) all individuals who are or were classified as “employees” of neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or misconduct by any Company Subsidiary are employee at the level of Vice President or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beabove.

Labor Matters. (a) Except as disclosed in Section 4.17 5.17(a) to the ALARIS Disclosure Schedule, neither ALARIS nor any of its subsidiaries has any (i) labor contracts or collective bargaining agreements with any persons employed by ALARIS or any of its subsidiaries or any persons otherwise performing services primarily for ALARIS or any of its subsidiaries or (ii) any employment or consulting agreements that are agreements of (A) ALARIS and its subsidiaries based in the Company Disclosure Letter sets forth a true and complete list, as United States providing for annual base salary in excess of the date hereof, $100,000 or severance payments in excess of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including $150,000 per annum or (B) ALARIS’ foreign subsidiaries with respect to employees based outside holding the United Statestitle Vice President, Division Vice President, Country Manager or above. Neither There is no labor strike, dispute or stoppage pending, or, to the Company knowledge of ALARIS or any of its subsidiaries, threatened, against ALARIS or any of its subsidiaries, and neither ALARIS nor any of its subsidiaries has experienced any labor strike, dispute or stoppage or other material labor difficulty involving its employees since January 1, 2001. To the Company Subsidiaries knowledge of ALARIS or any of its subsidiaries, since January 1, 2001, no campaign or other attempt for recognition has breached been made by any labor organization or otherwise failed employees with respect to comply with employees of ALARIS or any provision of its subsidiaries. Neither ALARIS nor any Company Collective Bargaining Agreementof its subsidiaries is engaged in any unfair labor practice, except for any breaches, failures to comply or disputes thatsuch instances that would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectmaterial. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge As of the Companydate of this Agreement, threatened, against no executive officer or affecting the Company key employee of ALARIS or any Company Subsidiary; (ii) of its subsidiaries has given notice to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company ALARIS or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company its subsidiaries, nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company ALARIS or any Company Subsidiary pending, or, of its subsidiaries otherwise aware that any such employee intends to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company terminate his or her employment with ALARIS or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits subsidiaries. (c) Except for matters thatAs of the date of this Agreement, individually to the knowledge of ALARIS, no executive officer or key employee of ALARIS or any of its subsidiaries is in the aggregateviolation in any material respect of any term of any employment or services contract, have not had and patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are impede the right of any such executive officer or were performing consulting key employee to be employed or other services for the Company engaged by ALARIS or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” its subsidiaries because of the Company nature of the business conducted or presently proposed to be conducted by ALARIS or any Company Subsidiary are of its subsidiaries or were correctly classified under all applicable Laws by to the Company use of trade secrets or such Company Subsidiary, as exempt or non-exempt, as the case may beproprietary information of others.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is, or has been in the past two years, the subject of any material litigation asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable state Law), grievance or other violation of state or federal labor Law, or seeking to compel the Company or any of its Subsidiaries has breached or otherwise failed to comply bargain with any provision labor organization or other employee representative as to wages or conditions of employment. Except as set forth on Section 3.09 of the Company Disclosure Letter, neither the Company nor any Company of its Subsidiaries is party to any Collective Bargaining AgreementAgreement or subject to any material bargaining order, except for injunction or other material Order relating to the Company’s relationship or dealings with its employees, any breaches, failures to comply labor organization or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there any other employee representative. There is not any, and during the past three years there has not been any, labor no strike, disputeslowdown, work stoppage lockout or lockout pending, other job Action or labor dispute involving the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, against threatened and there has been no such Action or affecting dispute in the Company or any Company Subsidiary; (ii) to past five years. To the Knowledge of the Company, no union organizational campaign is in progress with respect to the past five years, there has not been any attempt by employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor its Subsidiaries or any Company Subsidiary is engaged labor organization or other employee representative to organize or certify a collective bargaining unit or to engage in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against other union organization activity with respect to the workforce of the Company or any of its Subsidiaries. The employment of each employee of the Company Subsidiary pendingor any of its Subsidiaries is terminable at will by the relevant Company entity without any penalty, orliability or severance obligations. With respect to this transaction, any notice required under any Law or Collective Bargaining Agreement has been or prior to Closing will be supplied, and any bargaining obligations with any employee representative have been or prior to Closing will be satisfied. (b) To the Knowledge of the Company, threatenedall of the employees employed in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, before the National Labor Relations Board; (v) there are not any pendingas amended, or, other Applicable Laws related to United States immigration and Applicable Laws related to the Knowledge employment of non-United States citizens applicable in the Companystate in which the employees are employed. (c) Within the past six months, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary of its Subsidiaries has received written communication during implemented any plant closings or employee layoffs requiring notice under the past three years Worker Adjustment and Retraining Notification Act of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company 1988, as amended, or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progresssimilar or related Law. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof this Agreement and since the Applicable Date, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement with any labor union, (ii) there is no pending union representation petition involving employees of the Company Subsidiaries has breached or otherwise failed any of its Subsidiaries, and (iii) to comply the Company’s knowledge, there is no activity or Proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement and since the Applicable Date, there is no unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any provision labor union, or other labor-related grievance Proceeding against the Company or any of any Company Collective Bargaining Agreementits Subsidiaries pending, except for any breachesor, failures to comply or disputes thatthe knowledge of the Company, threatened, other than such matters that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (bc) Except for matters thatAs of the date of this Agreement and since the Applicable Date, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor no strike, dispute, slowdown, work stoppage or lockout pending, or, to the Knowledge knowledge of the Company, threatened, against or affecting 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 Subsidiary; Material Adverse Effect. (iid) The Company and its Subsidiaries are, and since the Applicable Date have been, in compliance in all respects with all applicable Laws respecting employment and employment practices, and there are no Proceedings pending or, to the Knowledge knowledge of the Company, no union organizational campaign is in progress with respect to threatened against the employees Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee of the Company or any of its Subsidiaries or any class of the foregoing, relating to any of 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 would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiary and no question concerning representation of such employees exists; (iii) Material Adverse Effect. Since the Applicable Date, neither the Company nor any Company Subsidiary is engaged in of its Subsidiaries has received any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge written notice of the Companyintent of the Equal Employment Opportunity Commission, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting with respect to the Company or any Company Subsidiary and, of its Subsidiaries which would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 Except as set forth on ‎Section 3.18‎(a) of the Company Disclosure Letter sets forth a true and complete listLetter, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement, labor union contract, or trade union agreement with any labor organization or similar body representing employees of the Company or its Subsidiaries has breached or otherwise failed to comply with any provision of any Company (each a “Collective Bargaining Agreement”), except for Collective Bargaining Agreements applicable to all employees in Israel, (ii) no Collective Bargaining Agreement is being negotiated by the Company or any breachesof its Subsidiaries, failures (iii) to comply the Knowledge of the Company, there are no activities or disputes thatproceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries and there is no pending written demand for recognition from any collective bargaining representative with respect to any of the employees of the Company or its Subsidiaries, individually and (iv) there is not, and since January 1, 2013 there has not been, any strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened that is reasonably expected to interfere in any material respect with the aggregaterespective business activities of the Company or any of its Subsidiaries. (b) Except as set forth on ‎Section 3.18‎(b)‎ of the Company Disclosure Letter, the Company and its Subsidiaries are in compliance in all material respects with applicable Laws and Orders with respect to employment and employment practices, terms and conditions of employment, worker classification, wages, hours of work, days of work, withholdings and occupational safety and health (including but not limited to all obligations imposed by Contract, employment agreements or applicable Laws, regulations and permits regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, vacation (entitlement and accrued), severance (entitlement and accrued), employment of women, collective bargaining and arrangements, the Worker Adjustment and Retraining Notification Act and any similar national, state or local “mass layoff” or “plant closing” Law (“WARN”)), civil rights, fair employment practices, immigration, pay equity, workers’ compensation and the collection and payment of withholding and/or social security Taxes and any similar Tax, and the keeping of records in relation to the foregoing. Since January 1, 2014 there has been no “mass layoff” or “plant closing” (as defined by WARN), collective redundancy or similar action with respect to the Company or any of its Subsidiaries. (c) Except for matters that have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary of its Subsidiaries is engaged in any unfair labor practice; (ivii) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary of its Subsidiaries pending, or, to the Knowledge of the Company, threatened, before any Governmental Authority responsible for supervising, administrating or regulating labor practices, including the National Labor Relations BoardBoard or similar bodies; (viii) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected of its Subsidiaries as to result in an which there is a reasonable possibility of adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (viiiv) neither the Company nor any Company Subsidiary of its Subsidiaries has received any written communication during the past three years since January 1, 2013 of the intent of any Governmental Entity Authority responsible for the enforcement of labor or employment Laws laws to conduct an investigation of or affecting the Company or any Company Subsidiary of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progresspending. (cd) Solely with respect to employees who reside or work in Israel (“Israeli Employees”): (i) Neither the Company nor any of its Subsidiaries has or is subject to, and no Israeli Employee of the Company or any of its Subsidiaries benefits from, any extension order (tzavei harchava) or any contract or arrangement with respect to employment or termination thereof (other than extension orders applicable to all employees in Israel), (ii) the Company’s or its applicable Subsidiary’s obligations to provide statutory severance pay to its Israeli Employees pursuant to the Severance Pay Law-1963 and vacation pursuant to the Israeli Annual Leave Law-1951 and any personal employment agreement have been materially satisfied or have been fully funded by contributions to appropriate insurance funds or materially accrued on the Company’s financial statements, and (iii) the Company and the Company’s Subsidiaries are in compliance in all material respects with all applicable Law, regulations, permits and Contracts relating to employment, employment practices, wages, bonuses, commissions and other compensation matters and terms and conditions of employment related to its Israeli Employees, including The Advance Notice of Discharge and Resignation Law, (5761-2001), The Notice to Employee (Terms of Employment) Law (5762-2002), The Prevention of Sexual Harassment Law (5758-1998), the Hours of Work and Rest Law, 1951, the Annual Leave Law, 1951, the Salary Protection Law, 1958, Law for Increased Enforcement of Labor Laws, 2011 and The Employment of Employee by Manpower Contractors Law (5756-1996). To the Knowledge of the Company, the Company and the Company’s Subsidiaries have not engaged any Israeli Employees whose employment would require special approvals from any Governmental Authority. “Israeli Employee” shall not include any consultants, sales agents or other independent contractors. Except for matters thatthat have not resulted in and would not, individually or in the aggregate, result in material liabilities to the Company and its Subsidiaries, taken as a whole, (A) all amounts that the Company and the Company’s Subsidiaries are legally or contractually required either (x) to deduct from their Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from their Israeli Employees’ salaries and benefits and to pay to any Governmental Authority as required by the Ordinance and Israeli National Insurance Law or otherwise have, in each case, been duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), and (B) the Company and the Company’s Subsidiaries do not have any outstanding obligations to make any such deduction, transfer, withholding or payment (other than such that has not yet become due). Except as set forth in ‎Section 3.18‎(d) of the Company Disclosure Letter, to the Company’s Knowledge, the Company and the Company’s Subsidiaries have not had and engaged any consultants, sub-contractors, sales agents or freelancers who, according to Israeli Law, would not reasonably be expected entitled to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the rights of an employee vis-à-vis the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company SubsidiaryCompany’s Subsidiaries, as exempt or nonincluding rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-exempt, as the case may berelated statutory benefits.

Labor Matters. (a) Section 4.17 of Except for such matters that would not have, individually or in the aggregate, a Company Disclosure Letter sets forth a true and complete listMaterial Adverse Effect, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and received written notice during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three two years of the intent of any Governmental Entity Authority responsible for the enforcement of labor labor, employment, occupational health and safety or employment Laws workplace safety and insurance/workers compensation laws to conduct an investigation of or affecting the Company or any of the Company Subsidiary Subsidiaries and, to the Knowledge knowledge of the Company, no such investigation is in progress. (cb) Except for such matters thatthat would not have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who there currently are no pending (and there have not been during the two year period preceding the date hereof) strikes or were performing consulting or other services for the Company or lockouts with respect to any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” employees of the Company or any of the Company Subsidiary Subsidiaries (the “Company Employees”), (ii) to the knowledge of the Company, there currently is no (and there has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against the Company or any of the Company Subsidiaries, (iii) there is no (and there has not been during the two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of the Company Subsidiaries, (iv) there is no (and there has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the knowledge of the Company, threatened with respect to Company Employees, and (v) the Company and the Company Subsidiaries are or were correctly classified under in compliance with all applicable Laws 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 the Company 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 (without regard to any actions taken by the Parent after the Closing) that would have individually or such in the aggregate, a Company SubsidiaryMaterial Adverse Effect. (c) Neither the Company nor any of the Company Subsidiaries is a party to any collective bargaining agreement. (d) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, all individuals that have been or that are classified by the Company as exempt or non-exempt, as the case may beindependent contractors have been and are correctly so classified.

Labor Matters. (a) Except as set forth in Section 4.17 3.12(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to, or is bound by, any collective bargaining agreement or similar agreement with any labor union or labor organization applicable to employees of the Company or any of its Subsidiaries. Except as disclosed on Section 3.12(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is obligated under any agreement to recognize or bargain with any labor organization, labor representative, or union. Except as set forth in Section 3.12(a) of the Company Disclosure Letter, since January 1, 2011, there has been no labor dispute (other than immaterial grievances that have been resolved), strike, picketing, work stoppage or lockout, organizational activity, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or as set forth in Section 3.12(a) of the Company Disclosure Letter, since January 1, 2011, the Company and each of its Subsidiaries has complied with all applicable legal, administrative and regulatory requirements relating to wages, hours, immigration, discrimination in employment and collective bargaining as well as the Workers Adjustment and Retraining Notification Act and comparable state, local and federal Laws, whether domestic or international (“WARN”), and all other state, local and federal laws pertaining to employment and labor, and are not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. Further, there are no Actions or charges, grievances, complaints or investigations pending or, to the knowledge of the Company, threatened by or on behalf of any employee or group of employees of the Company or any of its Subsidiaries, including any complaints alleging violations of state or federal Laws, whether domestic or international, including wage and hour, immigration, discrimination in employment, safety, Office of Federal Contract Compliance, Occupational Safety and Health Administration, Department of Labor, Fair Labor Standards, and federal WARN or its related state or international laws or regulations, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, the Company and its Subsidiaries have complied in all material respects with applicable Laws concerning each such current and former employee’s employment eligibility verification, including with respect to Forms I-9. Neither the Company nor any of its Subsidiaries is a federal, state or local government contractor or subcontractor, nor otherwise required to comply with any affirmative action obligations or other requirements. (b) Section 3.12(b) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any independent contractor and consultants of the Company and its Subsidiaries has breached or otherwise failed to comply with that provide personal services (and which, for the avoidance of doubt shall exclude, without limitation, any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (bsuppliers) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting that the Company or any Company Subsidiary; (ii) of its Subsidiaries has paid more than $250,000 to in any calendar year within the Knowledge of the Companylast three years, no union organizational campaign is in progress and with respect to each the employees total amount of such payments, a brief description of the services provided and the duration of such contractor’ or consultant’s engagement. All independent contractors and consultants of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, its Subsidiaries have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were been properly classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may besuch.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes thatExcept as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is the subject of any litigation asserting that the Company or any of its Subsidiaries has committed an unfair labor practice (iwithin the meaning of the National Labor Relations Act or comparable Applicable Law) there or other violation of Applicable Law covering labor and employment or Contracts of employment or working conditions or seeking to compel the Company or any of its Subsidiaries to bargain with any labor organization, trade union, works council or other employee representative as to wages or conditions of employment and, to the Knowledge of the Company, no such litigation has been threatened or is not anyanticipated. Except as, and during individually or in the past three years there aggregate, has not been anyand would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), labor there is no strike, disputeslowdown, work stoppage lockout or lockout pending, other job Action or labor or industrial relations dispute involving the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened, against and there has been no such Action or affecting dispute in the past five (5) years. Except as, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company or any Company Subsidiary; and its Subsidiaries (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, ortaken as a whole), to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not no current activities by employees of the Company or any pendingof its Subsidiaries or any labor organization, ortrade union, works council or other employee representative to organize or certify a collective bargaining unit to gain recognition or bargaining rights or to engage in any other union organization activity with respect to the workforce of the Company or any of its Subsidiaries, nor, to the Knowledge of the Company, threatened, union grievances against the Company or are any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary such activities threatened and, to the Knowledge of the Company, there have been no such investigation is activities in progress. the past five (c5) years. Except for matters thatas, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole), consummation of the Company Merger or any other transaction contemplated by this Agreement shall not require the consent of, consultation with or advance notification to, in each case as required by any Collective Bargaining Agreement or Applicable Law, any labor organization, trade union, works councils or other employee representative with respect to employees of the Company or any of its Subsidiaries. Section 3.13(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, complete and correct list of all material Collective Bargaining Agreements to which the Company or any of its Subsidiaries is a party and the Company has made available to Parent true, complete and correct copies of each such Collective Bargaining Agreement prior to the date of this Agreement. (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect (i) all of the employees employed in the United States are either United States citizens or are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other Applicable Laws related to United States immigration and Applicable Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed and (ii) all of the employees employed by the Company and each of its Subsidiaries (other than those employed in the United States) have the legal right to work in the country in which they work and all immigration checks required by any Applicable Laws relating to such employees have been carried out. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are in compliance with all Applicable Laws regarding labor, employment, discrimination in employment, terms and conditions of employment, payroll, variable remuneration, profit sharing, worker classification, wages, hours, working time, annual leave, social security matters and contributions and occupational safety and health and employment practices. (id) all individuals who are or were performing consulting or other services for As of the date hereof, to the Knowledge of the Company, no Specified Employee has given notice of termination of employment with the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beits Subsidiaries.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there There is not any, and during the past three years there has not been any, no labor strike, material dispute, work organized slowdown, stoppage or lockout pending, or, to the Knowledge of the Company, threatened, threatened against or affecting the Company or any of its Subsidiaries, nor has there been any such action or event during the three (3) years prior to the date of this Agreement; (ii) neither the Company Subsidiarynor any of its Subsidiaries is a party to, bound by or in the process of negotiating any labor, collective bargaining, works council or similar agreement regarding the employees of the Company or any of its Subsidiaries (each, a “Labor Agreement”); (iii) as of the date hereof, there are no unfair labor practice charges or material grievances relating to any current or former employee or consultant of the Company or any of its Subsidiaries (relating to their services for or relationship with the Company or its Subsidiaries); and (iv) as of the date hereof, none of the employees of the Company or any of its Subsidiaries is represented by any labor union, works council, employee representative group or similar organization (whether in or outside the United States) with respect to their employment with the Company or any of its Subsidiaries and, to the Knowledge of the Company, there are not, as of the date hereof, any union organizing activities, either by or on behalf of any employee or union or similar labor organization with respect to employees of the Company or any of its Subsidiaries. There is no labor union, work council, employee representative group or similar organization which, pursuant to applicable Law or any governing agreement, must be notified, consulted or with which negotiations need to be conducted in connection with the Merger. (b) The Company and its Subsidiaries are, and since January 1, 2015, have been, in compliance, in all material respects, with all applicable Laws relating to labor and employment matters, including fair employment practices, equal employment opportunity, disability rights, affirmative action, terms and conditions of employment, consultation with employees, immigration, wages, hours (including, but not limited to, overtime and minimum wage requirements), social contributions (including the payment and withholding of U.S. social security and similar Taxes), compensation, workers’ compensation, unemployment insurance, classification of employees, workers and individual independent contractors, employee leaves of absence, data protection, privacy, occupational safety and health, collective or mass layoffs and plant closings. Neither the Company nor any of its Subsidiaries has taken any action within the past two (2) years requiring notice to employees or any other obligations under the Worker Adjustment Retraining Notification Act of 1988, as amended (the “WARN Act”). (c) To the Knowledge of the Company, no executive officer or employee at the level of Vice President (or any similarly-leveled employee) or above of the Company or any of its Subsidiaries (i) is subject to any noncompete, nonsolicitation, nondisclosure, confidentiality, employment, consulting or similar agreement with any other Person in conflict with the present and proposed business activities of the Company and its Subsidiaries, except agreements between the Company or any Subsidiary of the Company; or (ii) as of the date hereof, is in violation of any common law nondisclosure obligation or fiduciary duty relating to the ability of such individual to work for the Company or any of its Subsidiaries. (d) (i) The Company or its Subsidiaries have collected work authorization documentation for each employee and complied with all legal requirements for determining each employee’s eligibility to work in the relevant jurisdiction, and such documentation demonstrates that all employees of the Company and its Subsidiaries are authorized to work in the jurisdiction in which they are working; and (ii) to the Knowledge of the Company, no union organizational campaign is all directors, independent contractors, consultants and other persons engaged by the Company or its Subsidiaries are authorized to work in progress with respect to the employees jurisdiction in which they are working and have appropriate documentation demonstrating such authorization. (e) Since January 1, 2015, none of the Company or any Company Subsidiary and no question concerning representation its Subsidiaries has entered into a settlement agreement with a current or former officer, an employee or independent contractor of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, its Subsidiaries that substantially involves allegations relating to the Knowledge sexual harassment by either (i) an executive officer of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; its Subsidiaries or (viii) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions a key employee of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary andits Subsidiaries. In the last five (5) years, to the Knowledge of the Company, no such investigation is in progress. allegations of sexual harassment have been made against (cx) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” an executive officer of the Company or its Subsidiaries or (y) an employee at the level of Vice President (or any Company Subsidiary are similarly-leveled employee) or were correctly classified under all applicable Laws by above of the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beits Subsidiaries.

Labor Matters. (a) Section 4.17 At least five Business Days prior to the Closing Date, Purchaser shall offer employment with Purchaser or one of its Affiliates effective on the Closing Date to each employee of the Business employed by Seller or one its Affiliates set forth on Section 7.2 of the Disclosure Schedule (each, a “Company Disclosure Letter sets forth a true Employee”), such offers to (i) provide that such employee will receive at least the same salary amounts and complete listcash bonus opportunity as in effect with Seller, the Company or one of their respective Affiliates immediately prior to the Closing, and employee benefits, including, retirement, health, disability, life insurance and other welfare benefits, but excluding equity or equity-based compensation, that are no less favorable in the aggregate than those provided to similarly-situated employees of Purchaser or the employing Affiliate, as applicable, as of the date hereof, and (ii) not require such employee to work more than 50 miles from his or her current work location other than travel reasonably required to carry out the responsibilities of his or her position with the Company (collectively, the “Minimum Employment Terms”). For the one-year period following the Closing Date, Purchaser will provide or will cause the employing Affiliate to provide all Company Collective Bargaining Agreements. The Employees in its employ the Minimum Employment Terms; provided, however, that Purchaser and its Affiliates shall not be required to employ any Company has made available Employee for any specified period of time and shall be able to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside terminate the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision employment of any Company Collective Bargaining AgreementEmployee with or without notice, except and for any breacheslawful reason or no reason, failures subject to comply the terms of any applicable severance policy or disputes that, individually plan of Purchaser or the employing Affiliate. Nothing in the aggregate, have not had and would not reasonably be expected this Section 7.2(a) shall prohibit Purchaser or any of its Affiliates from changing or cancelling any benefits that it offers to have a Company Material Adverse Effectits employees. (b) Except Purchaser will treat, and will cause each benefit plan, program, practice, policy and arrangement maintained by Purchaser or its Subsidiaries or other Affiliates following the Closing and in which any Company Employee (or the spouse, domestic partners or any dependent of any Company Employee) participates or is eligible to participate (the “Purchaser Plans”) to treat, for matters thatpurposes of determining eligibility to participate and vesting (and, individually solely with respect to severance, vacation, sick leave and similar paid time-off benefits, benefit level and accrual), all service with the Company and its Affiliates (or in predecessor employers to the aggregateextent the Company, have not had any Affiliate of the Company or the corresponding Benefit Plan provides past service credit) as service with Purchaser and would not reasonably be expected its Subsidiaries and other Affiliates. Purchaser shall use commercially reasonable best efforts to have cause each Purchaser Plan that is a Company Material Adverse Effectwelfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) there is to waive any and all eligibility waiting periods, evidence of insurability requirements, pre-existing condition limitations and other exclusions and limitations with respect to the Company Employees and their spouses, domestic partners and dependents to the extent waived, satisfied or not anyincluded under the analogous Benefit Plan, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to recognize for each Company Employee for purposes of applying annual deductible, co-payment and out-of-pocket maximums under such Purchaser Plan any deductible, co-payment and out-of-pocket expenses paid by the Knowledge Company Employee and his or her spouse, domestic partner and dependents under the analogous Benefit Plan during the plan year of such Benefit Plan in which occurs the later of the Company, no union organizational campaign is in progress with respect to Closing Date and the employees of date on which the Company or any Company Subsidiary and no question concerning representation of Employee begins participating in such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressPurchaser Plan. (c) Except for matters that, individually or in the aggregate, have This Agreement is not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws intended by the Company parties to constitute a plan amendment to or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” create any obligations of the Company parties with respect to any Purchaser Plan or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beBenefit Plan.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company its Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreementreceived notice since January 1, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years 2006 of the intent of any Governmental Entity responsible for the enforcement of labor labor, employment, occupational health and safety or employment Laws workplace safety and insurance/workers compensation laws to conduct an investigation of or affecting the Company or any Company Subsidiary of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress. (cb) Except for matters that, individually or in as set forth on Section 3.16(b) of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectDisclosure Letter, (i) all individuals who are there is no (and have not been since January 1, 2006) strike or were performing consulting or other services for the Company or lockout with respect to any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” employees of the Company or any of its Subsidiaries (“Employees”), (ii) to the Knowledge of the Company, there is no (and has not been since January 1, 2006) union organizing effort pending or threatened against the Company Subsidiary or any of its Subsidiaries, (iii) there is no (and has not been during the two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, (iv) there is no (and has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Employees, (v) the Company and its Subsidiaries are or were correctly classified under in all material respects in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safely and health and unfair labor practices, and (vi) there is no complaint, charge, or claim against the Company or its Subsidiaries pending or, to the Company’s Knowledge, threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any individual by the Company or such its Subsidiaries. Neither the Company Subsidiarynor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1998 as a result of any action taken by the Company. (c) To the Company’s Knowledge, as exempt no officer, employee, agent, or consultant of the Company or any of its Subsidiaries is in violation of any term of any employment, consultant, non-exemptdisclosure, as the case may benon-competition, confidentiality, or other similar agreement.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2017 have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of taxes. (b) Neither the Company nor any of its Subsidiaries is, or since January 1, 2017 has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any other similar agreement with respect to employees of the Company or any of its Subsidiaries with any labor organization, labor union or other employee representative, and, to the Company’s knowledge, since January 1, 2017 through the date hereof, there has not been any organizational campaign, card solicitation, petition or other unionization or similar activity seeking recognition of a collective bargaining or similar unit relating to any director, officer or employee of the Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, are no unfair labor strike, dispute, work stoppage or lockout pending, practice complaints pending or, to the Knowledge Company’s knowledge, threatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any director, officer, or employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries with respect to the Company or its Subsidiaries, and (ii) there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s knowledge, threatened, threatened against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits Subsidiaries. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. (i) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union representation petition involving employees of the Company Subsidiaries has breached or otherwise failed to comply with any provision of its Subsidiaries, and (iii) the Company does not have Knowledge of any Company Collective Bargaining Agreement, except for activity or Proceeding of any breaches, failures labor organization (or representative thereof) to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectorganize any such employees. (b) Except for matters thatThere is no unfair labor practice charge or grievance arising out of a collective bargaining agreement, individually other similar agreement with any labor union, or in other labor-related grievance Proceeding against the aggregateCompany or any of its Subsidiaries pending, have not had and would not reasonably be expected or, to have a Company Material Adverse Effectthe Knowledge of the Company, threatened. (ic) there There is not any, and during the past three years there has not been any, labor no material strike, disputeconcerted slowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the its Subsidiaries involving any employees of the Company or any of its Subsidiaries. 21 (d) The Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged its Subsidiaries are, and since December 31, 2021 have been, in any unfair labor practice; (iv) compliance in all material respects with all applicable Laws respecting employment and employment practices, and there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, no Proceedings pending or, to the Knowledge of the Company, threatenedthreatened against the Company or any of its Subsidiaries, before by or on behalf of any applicant for employment, any current or former employee or other individual independent contractor or any class of the foregoing, relating to any of 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. Since December 31, 2021, neither the Company nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting with respect to the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Subsidiary andMaterial Adverse Effect. (e) Since December 31, 2021, except as has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, to the Knowledge of the Company: (i) the Company and its Subsidiaries have reasonably investigated all sexual harassment and sexual misconduct allegations against officers, directors, and employees of the Company and its Subsidiaries; (ii) with respect to each such allegation (except any that the Company and its Subsidiaries reasonably determined to not have merits), the Company and its Subsidiaries have taken corrective action reasonably calculated to prevent further improper action; (iii) no allegations of sexual harassment or sexual misconduct have been made against any current or former officer, director or employee of the Company or its Subsidiaries; and (iv) there are no Proceedings pending or, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thatthreatened related to allegations of sexual harassment or sexual misconduct by any current or former officer, individually director or in employee of the aggregateCompany or any of its Subsidiaries. Since December 31, have 2021, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by any Company Subsidiary are current or were correctly classified under all applicable Laws by the Company former officer, director or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” employee of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beof its Subsidiaries.

Labor Matters. (a) Section 4.17 of Since January 1, 2018, the Company Disclosure Letter sets forth a true and complete list, as each of its Subsidiaries has complied in all material respects with all Laws relating to the date hereof, hiring of all Company Collective Bargaining Agreements. The Company has made available to Parent copies employees and the employment of such Company Collective Bargaining Agreementslabor, including with respect provisions thereof relating to employees based outside wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the United Statescollection and payment of withholding and/or social security Taxes. Neither Since January 1, 2018, the Company and each of its Subsidiaries has met in all material respects all requirements required by Law or regulation relating to the employment of foreign citizens, including all requirements of Form I-9 Employment Verification, and neither the Company nor any of its Subsidiaries currently employs, and has never employed, any Person who was not permitted to work in the jurisdiction in which such Person was employed. Since January 1, 2018, to the Knowledge of the Company, the Company and each of its Subsidiaries has breached complied in all material respects with all Laws that could require overtime to be paid to any current or otherwise failed to comply with any provision former employee of any the Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anyits Subsidiaries, and during the past three years there no employee has not been any, labor strike, dispute, work stoppage or lockout pending, ever brought or, to the Knowledge of the Company, threatenedthreatened to bring a claim for unpaid compensation or employee benefits, against or affecting including overtime amounts. (b) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is delinquent in material payments to any of its current or former employees for any Company Subsidiary; wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees or in payments owed upon any termination of the employment of any such employees. (iic) There is no unfair labor practice complaint pending, or to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of threatened against or involving the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither its Subsidiaries pending before the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company National Labor Relations Board or any Company Subsidiary pendingother Governmental Authority. (d) There is no labor strike, material dispute, slowdown or stoppage actually pending or, to the Knowledge of the Company, threatenedthreatened against or involving the Company or any of its Subsidiaries. Since January 1, before 2018, neither the National Labor Relations Board; Company nor any of its Subsidiaries has engaged in any location closing or employee layoff activities that would trigger notice or liability under the Worker Adjustment Retraining and Notification Act of 1988, as amended, or any similar state or local plant closing or mass layoff statute, rule or regulation. (ve) there are not No labor union represents any pendingemployees of the Company or any of its Subsidiaries with regard to their employment with the Company or any of its Subsidiaries. Since January 1, or2018, to the Knowledge of the Company, threatened, no labor union grievances against has taken any action with respect to organizing the employees of the Company or any of its Subsidiaries regarding their employment with the Company Subsidiary or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement or union contract. (f) To the Knowledge of the Company, (i) no Key Employee or officer of the Company or any of its Subsidiaries is a party to or is bound by any confidentiality agreement, non-competition agreement or other contract (with any Person) that reasonably could be expected would materially interfere with: (A) the performance by such officer or Key Employee of any of his or her duties or responsibilities as an officer or employee of the Company or any of its Subsidiaries or (B) the Company’s business or operations; or (ii) no Key Employee or officer of the Company or any of its Subsidiaries, or any group of officers of the Company, has given written notice of their interest to result in terminate their employment with the Company, nor does the Company have any intention to terminate the employment of any of the foregoing. (g) Except as set forth on Schedule 3.21(g), the employment of each of the Key Employees is terminable at will without any penalty or severance obligation of any kind on the part of the employer. All material sums due for employee compensation and benefits and all vacation time owing to any employees of the Company or any of its Subsidiaries have been duly and adequately accrued on the accounting records of the Company and its Subsidiaries. (h) Since January 1, 2018, with regard to any individual who performs or performed services for the Company and who is not treated as an adverse determination; (vi) employee for Tax purposes by the Company and each of its Subsidiaries, to the Knowledge of the Company, the Company Subsidiary is and its Subsidiaries have complied in compliance all material respects with all applicable Laws with respect to labor relationsconcerning independent contractors, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible including for the enforcement of labor Tax withholding purposes or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary Benefit Arrangement purposes and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually neither the Company nor any Subsidiary has any Liability by reason of any individual who performs or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other performed services for the Company or any Subsidiary, in any capacity, being improperly excluded from participating in any Benefit Arrangement. Since January 1, 2018, to the Knowledge of the Company, each of the employees of the Company Subsidiary are or were correctly and the Subsidiaries has been properly classified under all applicable Laws by the Company or such Company Subsidiary and the Subsidiaries as either “independent contractorsexempt” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt” under applicable Law except as would not be material and adverse to the Company. (i) Except as set forth on Schedule 3.21(i), as since January 1, 2018 neither the case may beCompany nor any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any director, officer or employee.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is party to, bound by, or in the Company Subsidiaries has breached process of negotiating a collective bargaining agreement, work rules or otherwise failed to comply practices, or similar labor-related agreement or understanding with any provision of any Company Collective Bargaining Agreementlabor union, except labor organization or works council. Except for any breaches, failures such matters that would not reasonably be expected to comply or disputes thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage are no strikes or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress lockouts with respect to the any employees of the Company or any Company Subsidiary and of its Subsidiaries (“Employees”), (ii) to the Company’s Knowledge, there is no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges union organizing effort pending or complaints threatened against the Company or any Company Subsidiary pendingof its Subsidiaries, (iii) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company’s Knowledge, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances threatened against the Company or any Company Subsidiary that reasonably could be expected of its Subsidiaries, (iv) there is no slowdown, or work stoppage in effect or, to result in an adverse determination; the Company’s Knowledge, threatened with respect to Employees and (viv) the Company and each Company Subsidiary is its Subsidiaries are, to the Company’s Knowledge, in compliance with all applicable Laws with respect to labor relations, respecting employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity employment and workers’ compensation; wages and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of hours and unfair labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) practices. Except for such matters thatthat would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Act of 1998. Each individual who are renders or were performing consulting or other has rendered services for to the Company or any Company Subsidiary are of its Subsidiaries and who is not or were correctly has not been classified under all applicable Laws by the Company or such Company Subsidiary any of its Subsidiaries as either “independent contractors” (an employee and paid on one of their respective payrolls has, to the Company’s Knowledge, at all times been properly characterized as to his or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of her relationship to the Company or any of its Subsidiaries to the extent that any erroneous classification would not reasonably be anticipated to result in the failure to satisfy any qualification requirement with respect to any Company Subsidiary are Benefit Plan, a violation of ERISA, the imposition of penalties or were correctly classified under all applicable Laws by excise taxes with respect to any Company Benefit Plan, or in any other liability to the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beany of its Subsidiaries.

Labor Matters. (ai) Section 4.17 None of the Company Disclosure Letter sets forth a true Group Companies has (A) has, or, since the Lookback Date has had, any material Liability for any arrears of wages or other compensation for services (including salaries, wage premiums, commissions, fees or bonuses) to their current or former employees or independent contractors, or any penalties, fines, Taxes, interest, or other sums for failure to pay or delinquency in paying such compensation, and complete list, as (B) has or has had any Liability for any payment to any trust or other fund governed by or maintained by or on behalf of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Group Company Collective Bargaining Agreement(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 Group Company, except for any breaches, failures as has not and would not reasonably be expected to comply or disputes thatresult in, individually or in the aggregate, have not had and would not reasonably be expected material Liability to have a Company Material Adverse Effectthe Group Companies. (b) Except for matters thatSince the Lookback Date, individually there has been no “mass layoff” or in “plant closing” as defined by WARN related to any Group Company, and the aggregate, Group Companies have not had and would not incurred any material Liability under WARN nor are they reasonably be expected to have incur any material Liability under WARN as a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge result of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progresstransactions contemplated by this Agreement. (c) Except for matters No Group Company is a party to or bound by any CBA and no employees of any Group Company are represented by any labor union, labor organization, works council, employee delegate, representative or other employee collective group with respect to their employment. There is no 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, including in connection with the execution and delivery of this Agreement, the Ancillary Documents or the consummation of the transactions contemplated hereby or thereby. Since the Lookback Date, there has been no actual or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, since the Lookback Date, there have been no labor organizing activities with respect to any employees of any Group Company. (d) The Group Companies have, in all material respects, promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which they are aware. With respect to each such allegation with potential merit, the Group Companies have taken reasonable prompt corrective action that is reasonably calculated to prevent further improper conduct. No Group Company reasonably expects any material Liability with respect to any such allegations and is not aware of any material and substantiated allegations relating to officers, directors, employees, contractors, or agents of the Group Companies, that, individually or in if known to the aggregatepublic, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for bring the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beGroup Companies into material disrepute.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true Neither Parent nor its Subsidiaries are party to any labor or collective bargaining agreement and complete list, no such agreement is being negotiated as of the date hereof, of all Company Collective Bargaining Agreementsthis Agreement. The Company No labor organization has made available to Parent copies been elected as the collective bargaining agent of such Company Collective Bargaining Agreements, including with respect to any employee or group of employees based outside the United States. Neither of the Company or its Subsidiaries, nor since January 1, 2012 has there been union representation involving any of the employees of the Company Subsidiaries has breached or otherwise failed its Subsidiaries. There are no (i) picketing, strikes, work stoppages, work slowdowns, lockouts or other job actions pending or, to comply with any provision the Knowledge of Parent, threatened against or involving Parent and its Subsidiaries, (ii) material unfair labor practice charges or other labor disputes pending or, to the Knowledge of Parent, threatened by or on behalf of any Company Collective Bargaining Agreementemployee or group of employees of Parent or its Subsidiaries, (iii) election, petition or proceeding by a labor union or representative thereof to organize any employees of Parent or its Subsidiaries or (iv) material grievance or arbitration demands against Parent or any of its Subsidiaries whether or not filed pursuant to a collective bargaining agreement. (b) Parent and its Subsidiaries are in compliance with all Laws respecting the employment of labor, including wages and hours, fair employment practices, discrimination, terms and conditions of employment, workers’ compensation, collection and payment of withholding and/or social security taxes and any similar Tax, occupational safety, WARN and the Immigration Reform and Control Act, except for any breaches, failures where the failure to comply or disputes that, individually or be in compliance with the aggregate, have foregoing has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Since January 1, (i) there is not any2012, and during the past three years there has not been anyno “mass layoff” or “plant closing” (as defined by WARN) with respect to Parent or any of its Subsidiaries. (c) No material complaints, labor strikecharges, disputeclaims, work stoppage litigations or lockout pending, actions against Parent or its Subsidiaries have been brought by or filed with (or, to the Knowledge of the CompanyParent, threatenedthreatened to be brought by or filed with) any Governmental Authority since January 1, against 2012 based on, arising out of, in connection with, or affecting the Company or any Company Subsidiary; (ii) otherwise relating to the Knowledge employment or termination of the Company, no union organizational campaign is in progress with respect employment or failure to the employees of the Company employ by Parent or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent its Subsidiaries of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressperson. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 None of the Company Disclosure Letter sets forth Group Companies has, or, since the Lookback Date has had, any material Liability for any past due wages or other compensation for services (including salaries, wage premiums or bonuses) to their current or former employees, directors, officers or other service providers, or any penalty, fine or other sum for failure to pay such compensation in a true and complete listtimely manner. Since the Lookback Date, as (i) none of the date hereof, 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 all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Group Company Collective Bargaining Agreement(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 Group Company, except for any breaches, failures as has not and would not reasonably be expected to comply or disputes thatresult in, individually or in the aggregate, have not had and would not reasonably be expected material Liability to have a Company Material Adverse Effectthe Group Companies. (b) Except for matters thatSince the Lookback Date, individually there has been no “mass layoff” or in “plant closing” as defined by WARN related to any Group Company, and the aggregate, Group Companies have not had and would not reasonably be expected to have incurred any material Liability under WARN nor will they incur any Liability under WARN as a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge result of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progresstransactions contemplated by this Agreement. (c) Except for matters No Group Company is a party to or bound by any collective bargaining agreements or other Contracts or arrangements with any labor union, works council, labor organization or other employee representative (each, a “Union”) nor, to the Company’s knowledge, is there any duty on the part of any Group Company to bargain or consult with, or provide notice to, any Union which is representing any employee of the Group Companies, in connection with the execution of this Agreement or the transactions contemplated by this Agreement. No employee of any Group Company is represented by a Union with respect to his or her employment with such Group Company. Since the Lookback Date there has been no pending or, to the Company’s knowledge, threatened unfair labor practice charges, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. 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) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, work schedule change, reduction in hours or reduction in salary or wages affecting employees of the Group Companies has occurred since March 1, 2020 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 as a result of COVID-19. (e) To the Company’s knowledge, no executive, employee or group of employees with annualized compensation at or above $500,000 of any of the Group Companies has given notice of termination of employment with any of the Group Companies within the twelve (12) month period following the Closing Date. To the Company’s knowledge, no executive, employee or group of employees with annualized compensation at or above $500,000 has been accused of any sexual harassment, sexual assault or other similar sexual misconduct or sexual discrimination in connection with his or her employment with the Group Companies during the last three (3) years. The Group Companies do not reasonably expect any material Liabilities with respect to any such allegations and are not aware of any allegations relating to officers, directors, employees, contractors, or agents of the Group Companies, that, individually or in if known to the aggregatepublic, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for bring the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beGroup Companies into material disrepute.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any Subsidiary of the Company Subsidiaries has breached is a party to, or otherwise failed to comply with is bound by, any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that. Except as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) to the Knowledge of the Company, there are no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries and no demand for recognition as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union, (ii) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, no pending or, to the Knowledge of the Company, threatenedthreatened strike, against lockout, slowdown, walk-out, picketing, work stoppage or affecting the Company concerted refusal to work overtime or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress other similar labor activity or dispute by or with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; its Subsidiaries, (iii) neither the Company nor any Company Subsidiary there is engaged in any unfair labor practice; (iv) there are not any no unfair labor practice charges charge or complaints complaint against the Company or any Company Subsidiary pending, pending or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; Board and (viv) there are not any pending, no pending or, to the Knowledge of the Company, threatened, labor union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; Company. (vib) Since the Applicable Date, (i) the Company and each Company Subsidiary is has been in compliance with all applicable Laws with respect pertaining to labor relations, employment and employment practices, occupational employment standards, including employment of minors, employment discrimination, health and safety, labor relations, withholding, wages and hours, workplace safety and health standardsinsurance and/or pay equity, terms and conditions to the extent they relate to employees of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensationthe Company; and (viiii) neither the Company nor any Company Subsidiary has not received written communication during the past three years notice of the intent of any Governmental Entity Authority responsible for the enforcement of labor or employment Laws laws to conduct an audit or investigation of or affecting the Company or any Company Subsidiary that has not been completed and, to the Knowledge of the Company, no such audit or investigation is in progress. ; (ciii) Except the Company has filed all reports, information and notices required under applicable Laws regarding the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of all employees, and will timely file, prior to Closing, all such reports, information and notices required by applicable Laws to be given prior to Closing; (iv) there is no misclassification of any individual that renders services to the Company who is classified as (A) an independent contractor or other non-employee status, (B) an exempt or non-exempt employee or (C) an intern for matters thatall purposes, including taxation and Tax reporting, Fair Labor Standards Act purposes and applicable Laws governing the payment of wages; (v) the Company has paid or accrued all wages and compensation due to all employees, including all overtime pay, vacations or vacation pay, holidays or holiday pay, sick days or sick pay and bonuses; (vi) the Company has maintained records for all employees and personnel records in compliance with applicable Law; (vii) there are no outstanding penalties pursuant to worker’s compensation statutes, or charges regarding same; (viii) the Company has complied with the requirements of the Immigration Reform and Control Act of 1986 and Section 274(A) of the Immigration and Nationality Act with respect to all employees, and all employees who are performing services for the Company in the United States are legally able to work in the United States; and (ix) the Company has complied with the Worker Adjustment and Retraining Notification Act of 1988 and any similar state or other applicable Law provisions, except, in each case, as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 Neither the Company nor any of its Subsidiaries is or has been since the Company Applicable Date a party to or bound by any Labor Agreement with, and no employee of the Company Disclosure Letter sets forth a true and complete listor its Subsidiaries is represented by, as any labor union, works council, or other labor organization. There is no pending or, to the knowledge of the date hereofCompany, threatened union representation petition involving employees of all the Company Collective Bargaining Agreements. The Company has made available to Parent copies or any of such Company Collective Bargaining Agreements, including with respect to employees based outside the United Statesits Subsidiaries. Neither the Company nor any of its Subsidiaries has knowledge of any activity of any labor organization or employee group to organize any such employees since the Company Applicable Date. The Company and its Subsidiaries has breached have no notice or otherwise failed consultation obligations to comply any labor union, labor organization or works council in connection with any provision the execution of any Company Collective Bargaining Agreement, except for any breaches, failures this Agreement or consummation of the Transactions. (b) Except as would not reasonably be expected to comply or disputes thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anyno unfair labor practice, and during charge or grievance arising out of a Labor Agreement or any other labor-related Proceeding against the past three years there has not been any, labor strike, dispute, work stoppage Company or lockout any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened. (c) There is, and since the Company Applicable Date has been, no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, hand-billing, or other material labor dispute pending, or, to the knowledge of the Company, threatened, against or affecting involving the Company or any Company Subsidiary; of its Subsidiaries. (iid) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are Except as would not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result have, individually or in an adverse determination; (vi) the aggregate, a Company Material Adverse Effect, the Company and each its Subsidiaries are, and since the Company Subsidiary is Applicable Date have been, in compliance with all applicable Laws with respect to labor relationsrespecting labor, employment and employment practicespractices including, occupational safety and health standardswithout limitation, all such Laws respecting terms and conditions of employment, payment of wageswages and hours, classification of employeesworker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, visarecordkeeping, work statusfamily and medical leave and occupational safety, pay equity COVID-19, whistleblowing, disability rights or benefits, equal opportunity, plant closures and workers’ compensation; layoffs (including the WARN Act), employee trainings and (vii) notices, labor relations, employee leave issues, affirmative action, Office of Federal Contract Compliance Programs regulations, child labor, unemployment insurance, and health requirements, and there are no Proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment. Since the Company Applicable Date, neither the Company nor any Company Subsidiary of its Subsidiaries has received written communication during the past three years any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting with respect to the Company or any Company Subsidiary and, of its Subsidiaries which would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, a Company Material Adverse Effect. (e) Since the Company Applicable Date, the Company and its Subsidiaries have promptly investigated all sexual harassment, or other discrimination, retaliation, or policy violation allegations of which the Company has knowledge. With respect to any such allegation with potential merit, the Company and its Subsidiaries have taken prompt corrective action that the Company (or the Subsidiary at issue, as applicable) determined was reasonably calculated to prevent further improper action. The Company and its Subsidiaries do not had reasonably expect any material liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors, or agents of the Company and its Subsidiaries that, if known to the public, would bring the Company and its Subsidiaries into material disrepute. (f) To the knowledge of the Company, as of the date hereof, no executive officer of the Company or any Subsidiary of the Company, nor any employee of the Company or any Subsidiary of the Company with the title of Vice President or above, intends to voluntarily terminate their employment prior to the one (1) year anniversary of the Closing. (g) No employee layoff, facility closure or shutdown, reduction-in-force, furlough, temporary layoff, or reduction in salary or wages affecting employees of the Company or any Subsidiary of the Company has occurred since the Company Applicable Date or is as of the date of this Agreement contemplated or planned, including as a result of COVID-19. Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or and its Subsidiaries have not experienced any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a nonmaterial employment-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may berelated liability with respect to COVID-19.

Labor Matters. (a) Section 4.17 Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent and its Subsidiaries are and have been in compliance with all applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of the Company Disclosure Letter sets forth a true taxes and complete listcontinuation coverage with respect to group health plans. Since January 1, 2020, there has not been, and as of the date hereofof this Agreement there is not pending or, to the knowledge of all Company Collective Bargaining AgreementsParent, threatened, any material labor dispute, work stoppage, labor strike or lockout against Parent or any of its Subsidiaries by employees. (b) Neither Parent nor any of its Subsidiaries is a party to, or otherwise bound by, an effective or pending collective bargaining agreement, similar labor agreement or any agreement with any works council. To the knowledge of Parent, there has not been any activity on behalf of any labor union, labor organization, works council or similar employee group to organize any employees of Parent or any of its Subsidiaries. There are no material (i) unfair labor practice charges or complaints against Parent or any of its Subsidiaries pending before the National Labor Relations Board or any other labor relations tribunal or authority and to the knowledge of Parent no such representations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against Parent or any of its Subsidiaries that arose out of or under any collective bargaining agreement, similar labor agreement or any agreement with any works council. (c) The Company consent or rendering of formal advice by, or the conclusion of any legally required consultation process with, any labor or trade union, works council or other employee representative body is not required for Parent to enter into this Agreement or to consummate any of the transactions contemplated hereby. (d) Since January 1, 2020, (i) neither Parent nor any Subsidiary has made available effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with Parent or any Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither Parent nor any Subsidiary has engaged in layoffs or employment terminations sufficient in number to Parent copies trigger application of such Company Collective Bargaining Agreementsany similar state, including local or foreign law. (e) Except as would not reasonably be expected to have a Material Adverse Effect on Parent, with respect to any current or former employee, officer, consultant or other service provider of Parent, there are no actions against Parent or any of its Subsidiaries pending, or to Parent’s knowledge, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of Parent, including, without limitation, any claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws. (f) Since January 1, 2020, (i) no allegations of workplace sexual harassment, sex discrimination or other sexual misconduct have been made, initiated, filed or, to the knowledge of Parent, threatened against Parent, any of its Subsidiaries or involving any of their respective senior level management employees based outside the United States. Neither the Company and (ii) neither Parent nor any of the Company its Subsidiaries has breached have entered into any settlement agreement related to allegations of sexual harassment, sex discrimination or otherwise failed other sexual misconduct by any senior level management employees. (g) Parent and its Subsidiaries are in compliance in all material respects with all COVID-19 Measures applicable to comply with any provision of any Company Collective Bargaining Agreementlocation in which Parent or its Subsidiaries operate, except for any breaches, failures to comply or disputes noncompliance that, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 4.16(a) of the Company Disclosure Letter sets forth a true Schedule lists each employee of the Company and complete listeach of the Subsidiaries as of February 9, as 2007 and each such employee’s current compensation and designates each such employee by job title and business division for which the employee primarily performs services, whether such employee is on leave of absence or layoff status, each employee’s vacation accrual, and each employee’s service crediting date for purposes of vesting and eligibility in its Employee Benefit Plans. (b) As of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, are no pending or, to the Knowledge knowledge of the Company, threatenedthreatened strikes, against lockouts, work stoppages or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to slowdowns involving the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; its Subsidiaries. (iiic) As of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is engaged in a party to, or bound by, any unfair collective bargaining agreement, contract or other agreement or understanding with a labor practice; (iv) there are not any unfair union or labor practice charges or complaints against the Company or any Company Subsidiary pendingorganization, or, nor to the Knowledge knowledge of the Company, threatened, before the National Labor Relations Board; (v) are there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company activities or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent proceedings of any Governmental Entity responsible for the enforcement of labor or employment Laws union to conduct an investigation of or affecting the Company or organize any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” employees of the Company or any of its Subsidiaries. (d) There is no unfair labor practice or labor arbitration proceeding pending for which the Company Subsidiary has received notice or, to the knowledge of the Company, overtly threatened in writing against the Company or its Subsidiaries. (e) The Company and its Subsidiaries are or were correctly classified under in compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages, hours, immigration and naturalization, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Government Entity and have withheld and paid to the appropriate Governmental Entity or are holding for payment not yet due to such Government Entity all amounts required to be withheld from employees of the Company or such Company any Subsidiary, except such noncompliance as exempt would not be material to the Company and its Subsidiaries. Neither the Company nor any Subsidiary is a party to, or non-exemptotherwise bound by, as any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. There is no action or proceeding with respect to a violation of any occupational safety or health standards pending with respect to the case may beCompany. There is no claim of discrimination in employment or reemployment practices, for any reason, including, without limitation, age, gender, race, religion, or other legally protected category, which remains unresolved or pending before the United States Equal Employment Opportunity Commission, or any other Governmental Entity in any jurisdiction in which the Company or any Subsidiary has employed or employ any person.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is a party to any material collective bargaining Contract with any labor organization, works council, trade union or other employee representative, and no employee is represented by any such labor organization, works council, trade union or other labor organization. To the Knowledge of the Company, there are no (and since January 29, 2018, there has not been any) ongoing or threatened union organization or decertification activities or proceedings relating to any employees of the Company Subsidiaries has breached or otherwise failed to comply with any provision of its Subsidiaries, and as of the date of this Agreement no demand for recognition as the exclusive bargaining representative of any employees is pending by or on behalf of any labor organization, works council, trade union or other employee representative. There is no pending or, to the Knowledge of the Company, threatened strike, lockout, work stoppage or other material labor disputes against or involving the Company Collective Bargaining Agreementor any of its Subsidiaries that would reasonably be expected to interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. There are no unfair labor practice charges pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for any breaches, failures such matters as would not reasonably be expected to comply or disputes thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thatThe Company and its Subsidiaries are in compliance with, and since January 29, 2018 have complied with, all applicable Laws respecting employment, discrimination in employment, terms and conditions of employment, worker classification (including the proper classification of workers as independent contractors and consultants), sexual harassment or discrimination, workers’ compensation, long-term disability plies, safety, retaliation, labor disputes, plant closing notification, immigration, family and medical leave, the Worker Adjustment and Retraining Notification Act of 1988, wages, hours and occupational safety and health and employment practices, other than instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) In the past five years, (i) to the Company’s Knowledge, no allegations of sexual harassment, sexual misconduct or discrimination have been made against any Covered Person, (ii) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, are no proceedings pending or, to the Knowledge Company’s Knowledge, threatened related to any allegations of the Companysexual harassment, threatenedsexual misconduct or discrimination by any Covered Person, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in of its Subsidiaries has entered into any unfair labor practice; (iv) there are not settlement agreements related to allegations of sexual harassment, sexual misconduct or discrimination by any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressCovered Person. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available and its Subsidiaries are and at all times since January 1, 2020 have been in compliance in all material respects with all applicable Laws relating to Parent copies of such Company Collective Bargaining Agreementslabor and employment, including with respect those relating to employees based outside the United States. wages, hours, collective bargaining, unemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, work authorization and immigration, employee classification, employee privacy, occupational safety and health, payment and withholding of Taxes and COBRA. (b) Neither the Company nor any of the Company its Subsidiaries has breached is a party to, or otherwise failed bound by, an effective or pending collective bargaining agreement or similar agreement with a union or labor organization or other person purporting to comply with any provision act as exclusive bargaining representative of any Company Collective Bargaining Agreementemployees, except for and no employee of the Company or any breachesof its Subsidiaries is covered by any such agreement. To the Knowledge of the Company, failures there has not been any activity on behalf of any labor union, labor organization or similar employee group to comply organize any employees of the Company or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anyany of its Subsidiaries. There are, and during the past three (3) years have been, no (i) unfair labor practice charges or complaints against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any other labor relations tribunal or authority, (ii) representation claims or petitions or demands for recognition pending before the National Labor Relations Board or any other labor relations tribunal or authority, or (iii) material grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement and to the Knowledge of the Company, no such charges, complaints, claims, petitions, demands, arbitrations or grievances have been threatened. During the preceding three (3) years, there has not been anybeen, labor strike, dispute, work stoppage or lockout pending, and as of the date of this Agreement there is not pending or, to the Knowledge of the Company, threatened, any labor dispute, work stoppage, labor strike or lockout against or affecting the Company or any of its Subsidiaries by employees. (c) To the Knowledge of the Company, no current employee or officer of the Company Subsidiary; or any of its Subsidiaries has notified the Company or any of its Subsidiaries of or expressed any plans to, or is expected to, terminate his or her employment relationship with such entity following the consummation of the transactions contemplated by this Agreement. (d) Since January 1, 2020, (i) neither the Company nor any Subsidiary has effectuated a “plant closing” (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “WARN Act”)) or any similar state or local Law, affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Company or any Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither the Company nor any Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law. Each Person employed by the Company or any Subsidiary is properly classified as exempt or non-exempt in accordance with applicable overtime Laws, and no Person treated as an independent contractor or consultant by the Company or any Subsidiary should have been properly classified as an employee under applicable law. (e) There are no Actions against the Company or any of its Subsidiaries pending, or to the Knowledge of the Company, threatened to be brought or filed, in connection with the employment or engagement of any current or former employee, officer, consultant or other service provider of the Company, including, without limitation, any claim relating to employment discrimination, harassment, retaliation, workers’ compensation, occupational safety and health, equal pay, employment classification or any other employment related matter arising under applicable Laws, except where such Action would not, individually or in the aggregate, result in the Company incurring a material liability. (f) Except as set forth in Section 4.14(f) of the Company Disclosure Letter or with respect to any Company Plan (which subject is addressed in Section 4.13 above), the execution of this Agreement and the consummation of the transactions set forth in or contemplated by this Agreement will not result in any breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which the Company or any of its Subsidiaries is a party. (g) Except as set forth in Section 4.14(g) of the Company Disclosure Letter, since January 1, 2020, (i) no written allegations or, to the Knowledge of the Company, verbal allegations of workplace sexual harassment, sexual misconduct, discrimination or retaliation have been made, initiated, filed or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective current or former directors, officers or senior level management employees, (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees incidents of the Company any workplace sexual harassment, sexual misconduct, discrimination or any Company Subsidiary retaliation have occurred, and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged of its Subsidiaries have entered into any settlement agreement related to allegations of workplace sexual harassment, sexual misconduct, discrimination or retaliation by any of their directors, officers or employees described in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, clause (i) all individuals who are or were performing consulting or other services for the Company hereof or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may becontractor.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true Except as has not had and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available would not reasonably be expected to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are and have been since October 3, 2010, in compliance with all applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers’ compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of Taxes and continuation coverage with respect to group health plans. Since October 3, 2010, there has not had been, and as of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any material labor dispute, work stoppage, labor strike or lockout against the Company or any of its Subsidiaries by employees that would not be reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thatAs of the date hereof no employee of the Company or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. As of the date hereof, individually to the knowledge of the Company, there has not been any activity on behalf of any labor organization or in employee group to organize any such employees. As of the aggregatedate hereof, have not had and except as would not reasonably be expected to have a Company Material Adverse Effect, there are no (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any material unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, its Subsidiaries pending before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company Board or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to other labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor relations tribunal or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary authority and, to the Knowledge knowledge of the Company, no such investigation is in progressrepresentations, claims or petitions are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement. (c) Except for matters that, individually or in The Company has posted to the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws electronic dataroom maintained by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in for purposes of the case transactions contemplated by this Agreement a true, complete and correct list of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” following information for each employee of the Company and each of its Subsidiaries with the title vice president or any Company Subsidiary are above (collectively, the “Key Employees”) as of the Business Day immediately preceding the date hereof: name; employing entity; job title; primary work location; current compensation rate; target or were correctly classified under all applicable Laws by expected bonus; and the Company Company’s or its Subsidiary’s classification of such Company Subsidiary, employee as exempt or non-exempt, as the case may benot exempt from applicable minimum wage and overtime Laws.

Labor Matters. (ai) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is or, since the Company Subsidiaries Applicable Date, has breached been a party to, or otherwise failed to comply is currently negotiating in connection with entering into, any provision of any Company Collective Bargaining Agreement. To the Knowledge of the Company, except for any breaches, failures to comply or disputes that, individually or in since the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in Applicable Date through the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectdate of this Agreement, (iA) there is not anyhave been no labor union or works council organizing activities with respect to any of the Service Providers; and (B) there have been no threatened material unfair labor practice charges, and during the past three years there has not been anymaterial labor grievances, material labor strikearbitrations, disputestrikes, slowdowns, work stoppage stoppages, picketing, handbilling, lockouts or lockout pending, other material labor disputes pending or, to the Knowledge of the Company, threatened, threatened against or affecting the Company or any Company Subsidiary; (ii) to of its Subsidiaries. To the Knowledge of the Company, there are no current union representation organizational campaign is or similar efforts involving any Service Providers. (ii) Except as has not had, and would not reasonably be expected to have, individually or in progress with respect to the employees of aggregate, a Material Adverse Effect, the Company and its Subsidiaries are, and, since the Applicable Date, have been, in compliance with all applicable Laws respecting labor, employment, and fair employment practices (including equal employment opportunity Laws), including all Laws respecting terms and conditions of employment, workers’ compensation, occupational safety and health, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all employees and the proper confirmation of employee visas), civil rights, employee harassment, sexual harassment discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any Company Subsidiary similar Laws (“WARN Act”)), employee trainings and no question concerning representation notices, information privacy, labor relations, employee leave issues, COVID-19, affirmative action, shifts organization, overtime, continuation coverage under group health plans, wage payment and the payment and withholding of such employees exists; Taxes, including any bargaining or other obligations under the National Labor Relations Act. (iii) neither The Company and each of its Subsidiaries is, and, since the Company nor any Company Subsidiary is engaged Applicable Date, has been in any unfair labor practice; material compliance with the WARN Act and has no material liabilities or other obligations thereunder. (iv) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are has not been any unfair labor practice charges or complaints against the Company Action relating to, or any Company Subsidiary pendingact or material allegation of or relating to, orsex-based discrimination, sexual harassment or sexual misconduct, or breach of any sex-based discrimination, sexual harassment or sexual misconduct policy by an executive officer of the Company, nor has there been, to the Knowledge of the Company, threatenedany settlements or similar out-of-court or pre-litigation arrangement relating to any such matters, before the National Labor Relations Board; (v) there are not any pending, or, nor to the Knowledge of the Company, Company has any such Action been threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 As of the date hereof, there are no pending or, to the knowledge of the Company, threatened strikes, lockouts, work stoppages or slowdowns involving employees of the Company Disclosure Letter sets forth a true and complete listor any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has experienced any strike, lockout, work stoppage or slowdown involving its employees since June 1, 2003 through the date hereof. To the knowledge of the Company, as of the date hereof, there is no labor union organizing activity involving any employees of the Company or any of its Subsidiaries. (b) Section 4.15(b) of the Company Disclosure Schedule lists all collective bargaining agreements (the “CBAs”) between the Company or one of its Subsidiaries and a labor union or labor organization, as of the date hereof. Copies of all Company Collective Bargaining Agreements. The Company has such CBAs have been made available to Parent copies Parent. As of such Company Collective Bargaining Agreementsthe date hereof, including with respect to employees based outside the United States. Neither neither the Company nor any of its Subsidiaries is a party to, or bound by, any other collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. The Company and its Subsidiaries have complied in all material respects with their obligations in, and are not in material default under, any of the CBAs. (c) There is no unfair labor practice charge, labor arbitration or grievance pending or, to the knowledge of the Company, threatened in writing against the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreementits Subsidiaries, except for any breachessuch charge, failures to comply arbitration or disputes thatgrievance that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (bd) Except Each of the Company and its Subsidiaries is in compliance with all applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, employment discrimination, equal opportunity and labor relations, except for matters thatnoncompliance that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, . (ie) there is not any, and during To the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge as of the Companydate hereof, no union organizational campaign is in progress with respect to the employees executive officer of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither its Subsidiaries has given notice of resignation or retirement, or notice of any intent to resign or retire in connection with or following the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against Merger, to the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits Subsidiaries. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of There are no agreements with, or pending petitions for recognition of, a labor union or association as the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor exclusive bargaining agent for any of the Company employees of such Party or any of its Subsidiaries has breached and there are no representation or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply certification proceedings or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have petitions seeking a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, representation proceeding presently pending or, to the Knowledge of such Party, threatened to be brought or filed with the Company, threatened, against or affecting the Company National Labor Relations Board or any Company Subsidiary; (ii) to the Knowledge of the Companyother comparable foreign, state or local labor relations tribunal or authority. There are no union organizational campaign is in progress with respect to the employees of the Company labor strikes, work stoppages, slowdowns, lockouts, or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair other material labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pendingdisputes, other than routine grievance matters, now pending or, to the Knowledge of such Party, threatened against or involving such Party or any of its Subsidiaries or former Subsidiaries, and there have not been any such labor strikes, work stoppages, slowdown or lockouts, other than routine grievance matters, with respect to such Party or any of its Subsidiaries at any time within three (3) years of the Companydate of this Agreement. (b) Neither such Party nor any of its Subsidiaries is currently or at any time since January 1, threatened2014 has been a party to, before the National Labor Relations Board; (v) or otherwise bound by, any consent decree with, or court order by, any Governmental Entity relating to employees or employment practices. Each of such Party and its Subsidiaries are in material compliance with all applicable state, federal and local laws and regulations relating to labor, employment, termination of employment or similar matters, including but not limited to laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, immigration, workers compensation, working conditions, occupational safety and health, family and medical leave, and employee terminations, and have not engaged in any unfair labor practices or similar prohibited practices. Except as would not result in any material liability to such Party or any of its Subsidiaries, there are not no complaints, lawsuits, arbitrations, administrative proceedings or other proceedings of any pending, nature pending or, to the Knowledge of the Companysuch Party, threatened, union grievances threatened against the Company such Party or any Company Subsidiary that reasonably could be expected of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee or any Governmental Entity, relating to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relationsany such Law, employment and employment practices, occupational safety and health standards, terms and conditions or alleging breach of any express or implied contract of employment, payment wrongful termination of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary andother discriminatory, to wrongful or tortious conduct in connection with the Knowledge of the Company, no such investigation is in progressemployment relationship. (c) Except for matters thatTo the Knowledge of such Party, individually no employee, independent contractor, officer or director of such Party or any of its Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition or proprietary rights agreement, between such individual and any other Person that in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, any way adversely affects or will affect (i) all individuals who are the performance of his duties as an employee, independent contractor, officer or were performing consulting director of any of the Parties or other services for the Company their Subsidiaries, or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” the ability of any of the Company Parties or any Company Subsidiary are of their Subsidiaries to conduct its business. No officer or were correctly director of such Party or any of its Subsidiaries has communicated to such Party or any of its Subsidiaries, or to any of their officers or directors, that such Person intends to cancel or otherwise terminate such Person’s employment or service as a result of the consummation of the transactions contemplated hereby. (d) None of such Party or any of its Subsidiaries has made any commitment or agreement to increase the compensation payable, or to modify the conditions or terms of employment or service of, any employee, independent contractor, officer or director of such Party or any of its Subsidiaries, except increases occurring in the ordinary course or in accordance with existing agreements and changes required by applicable Law. (e) Each individual who renders services to such Party or any of its Subsidiaries who is classified under all applicable Laws by the Company such Party or such Company Subsidiary, as exempt applicable, as having the status of an independent contractor or other non-exempt, as the case may beemployee status for any purpose (including for purposes of taxation and tax reporting and under such Party’s Benefit Plans) is properly so characterized.

Labor Matters. (a) As of the date of this Agreement, except as set forth in Section 4.17 3.11 of the Company Disclosure Letter sets forth Schedule, there are no agreements with, or, to the knowledge of the Company, pending petitions for recognition of, a true and complete listlabor union or association as the exclusive bargaining agent for any of the employees of the Company or any of its Subsidiaries and, to the Company’s knowledge, as of the date hereofof this Agreement, there are no material 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 comparable foreign, state or local labor relations tribunal or authority. To the knowledge of all the Company, no such petitions have been pending at any time since January 1, 2007 through and including the date of this Agreement, and, to the knowledge of the Company, except as set forth in Section 3.11 of the Company Collective Bargaining AgreementsDisclosure Schedule, there has not been any organizing effort by any union or other group seeking to represent any employees of the Company or any of its Subsidiaries as their exclusive bargaining agent at any time since January 1, 2007. The To the knowledge of the Company, except as set forth in Section 3.11 of the Company has made available to Parent copies Disclosure Schedule, (i) there are no labor strikes, work stoppages, slowdowns, lockouts or other material labor disputes, other than routine grievance matters, now ongoing or threatened against or involving the Company or any of its Subsidiaries and (ii) there have not been any such Company Collective Bargaining Agreementslabor strikes, including work stoppages or other material labor disputes with respect to employees based outside the United States. Company or any of its Subsidiaries at any time since January 1, 2007. (b) Neither the Company nor any of the Company its Subsidiaries is currently or at any time since January 1, 2007 has breached been a party to, or otherwise failed to comply bound by, any consent decree with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures Governmental Entity relating to comply employees or disputes thatemployment practices. Except as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting Effect on the Company or any Company Subsidiary; (ii) to the Knowledge of the Companyits Subsidiaries, no union organizational campaign is in progress with respect to the employees each of the Company and its Subsidiaries are in compliance with all applicable state, federal and local laws and regulations relating to labor, employment, termination of employment or any Company Subsidiary similar matters, including but not limited to laws relating to discrimination, disability, labor relations, hours of work, payment of wages and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result practices in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent violation of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progresslaw. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Except as set forth in Section 4.17 3.26 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectSchedule, (ia) there is not anyno labor strike, dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, and during the past three years there has not been anyany such action, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (iib) to the Knowledge knowledge of the Company, no union organizational campaign is in progress with respect claims to represent the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; its subsidiaries, (iiic) neither the Company nor any Company Subsidiary of its subsidiaries is engaged in a party to or bound by any unfair collective bargaining or similar agreement with any labor practice; (iv) there are not organization, or work rules or practices agreed to with any unfair labor practice charges organization or complaints against employee association applicable to employees of the Company or any Company Subsidiary pendingof its subsidiaries, or, to the Knowledge (d) none of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge employees of the Company, threatened, union grievances against the Company or any of its subsidiaries is represented by any labor organization and the Company Subsidiary that reasonably could be expected to result in an adverse determination; does not have any knowledge of any current union organizing activities among the employees of the Company or any of its subsidiaries, nor does any question concerning representation exist concerning such employees, (vie) the Company and each Company Subsidiary is its subsidiaries are in material compliance with all applicable Laws with respect to labor relations, respecting employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification hours of employeeswork and occupational safety and health, immigrationand are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, visaexcept where any failure to be in compliance would not reasonably be expected, work statuseither individually or in the aggregate, pay equity and workers’ compensation; and to have a Company Material Adverse Effect, (viif) there is no pending, or to the knowledge of the Company, threatened unfair labor practice charge or complaint against the Company or any of its subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (g) there is no grievance arising out of any collective bargaining agreement, (h) to the knowledge of the Company, no charges with respect to or relating to the Company or any of its subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (i) to the knowledge of the Company, neither the Company nor any Company Subsidiary of its subsidiaries has received written communication during the past three years notice of the intent of any Governmental Entity federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws to conduct an investigation of with respect to or affecting relating to the Company or any Company Subsidiary and, to the Knowledge of the Company, its subsidiaries and no such investigation is in progress. progress and (cj) Except for matters there are no material 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 its subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, (i) all individuals who are or were performing consulting as of the date hereof, no executive officer or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” key employee of the Company or any of its subsidiaries is subject to any noncompete, nonsolicitation, employment, consulting or similar agreement relating to, affecting or in conflict with the present or proposed business activities of the Company Subsidiary are or were correctly classified under all applicable Laws by and its subsidiaries, except agreements between the Company or such any subsidiary of the Company Subsidiary, as exempt or non-exempt, as the case may beand its present and former officers and employees.

Labor Matters. (a) Section 4.17 5.17(a) of the Company Disclosure Letter Schedule sets forth a true true, correct, and complete list, list as of a date within thirty (30) days of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available (i) U.S. employees of the Business and (ii) independent contractors and consultants of the Business (other than those employed or retained by third-party corporate entities), in each case, showing for each individual the individual’s date of hire or engagement, hourly rate or salary or other basis of compensation (including annual bonus payments such individual is eligible to Parent copies receive for the current calendar year), full-time or part-time status, exempt or non-exempt classification under the Fair Labor Standards Act and its state and local equivalents (“FLSA”), job title or function, location (state), paid time of entitlement for the current year, and an indication as to whether the individual holds a Seller-sponsored visa or other temporary work authorization, including the expiration date of such Company Collective Bargaining Agreementstemporary work authorization (such schedule, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect“Employee Census”). (b) Except for matters thatNo Seller is, individually or has ever been, a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union or labor organization with respect to the Business, no Seller is currently negotiating a collective bargaining agreement with respect to the Business, and no U.S. employee of the Business is, or since the Reference Date has been, represented by any union or labor organization with respect to such U.S. employee’s employment with the Sellers. Since the Reference Date, there has been no pending or threatened (i) union organization activity by any union, labor organization, or U.S. employees of the Business or (ii) labor dispute (e.g., strike, picketing, slowdown, lockout, unfair labor practice charge before the National Labor Relations Board or other similar tribunal, material grievance, or material arbitration) involving the Sellers or the Business. The execution and delivery of this Agreement and the performance of this Agreement do not require the Sellers to seek or obtain any consent, engage in consultation with, or issue any notice to or make any filing with any unions, labor organizations, or groups of U.S. employees of the aggregateBusiness. (c) The Sellers are not subject to any Order, consent decree, or settlement agreement that limits or affects their ability to manage their respective U.S. employees, service providers, or job applicants dedicated to the Business. (d) The Sellers and the Business are, and since the Reference Date have been, in compliance in all material respects with all Laws relating to the employment of labor (including but not had limited to those Laws related to the terms and conditions of employment, unfair labor practices, immigration, wages, hours, FLSA classification, benefits, child labor, leaves of absence, discrimination, harassment, retaliation, WARN, classification of independent contractors, worker health and safety, workers’ compensation, automated employment decisions tools (including artificial intelligence), and any other employment related matter). The Sellers have not, since the Reference Date, incurred, and no circumstances exist under which the Sellers would not reasonably be expected to have incur, any Liability arising from the failure to pay wages (including overtime wages), the misclassification of employees as independent contractors, the misclassification of employees as exempt from the requirements of the FLSA or similar state Laws, or a Company Material Adverse Effectjoint-employer relationship. (e) Within the past six (6) months prior to the date of this Agreement, (i) there is has been no “mass layoff” or “plant closing” (as defined under WARN) with respect to the Sellers or the Business and (ii) neither the Sellers nor the Business have not anybeen affected by any transaction that would trigger application of WARN in the past six (6) months. The Sellers have complied in all material respects with WARN and, except as contemplated by the Transactions, have no plans to undertake any actions that would trigger WARN. (f) The U.S. employees of the Business are authorized and have appropriate documentation to work in the jurisdictions in which they work and, to the Knowledge of Seller, no Form I-9 was improperly prepared or false or inadequate documentation was provided in connection with satisfying the requirements of such Form I-9. The Sellers have not, since the Reference Date, been notified in writing of any pending or threatened investigation by any branch or department of U.S. Immigration and Customs Enforcement or other federal agency charged with administration and enforcement of federal immigration laws concerning Sellers, and during Sellers have not received any “no match” notices from ICE, the past three years there Social Security Administration or the IRS. (g) Since the Reference Date, (i) to the Knowledge of Seller, no allegations of sexual harassment or sexual misconduct have been made against any director or officer of the Business; (ii) the Sellers have not entered into any settlement or separation agreements related to allegations of sexual harassment or sexual misconduct by an U.S. employee of the Business; (iii) to the Knowledge of Seller, no director or officer has left the Business wholly or partly as a result of an allegation of unlawful harassment (whether substantiated or not); (iv) the Sellers have not been anyhave investigated and taken prompt corrective action to prevent further discrimination and harassment with respect to each such allegation with potential merit; and (v) the Sellers have not incurred, labor strikeand no circumstances exist under which the Sellers would reasonably be expected to incur, disputeany Liability resulting from an allegation of sexual harassment or sexual misconduct. (h) To the Knowledge of Seller, work stoppage no U.S. employee of the Business is in any respect in violation of any material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or lockout pending, obligations: (i) to the Sellers or (ii) to a former employer of any such individual relating to the right of such individual to be employed by the Business. (i) There are no Actions pending or, to the Knowledge of Seller, threatened to be brought or filed against the CompanySellers of the Business with any Governmental Body, threatenedarbitrator or mediator by any U.S. employee, against consultant or affecting independent contractor of the Company Business, or by any Company Subsidiary; (ii) Governmental Body, arbitrator or mediator relating to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company employment or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent engagement of any Governmental Entity responsible for the enforcement of labor such U.S. employee, consultant or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressindependent contractor. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 Within the last three (3) years none of the Company Disclosure Letter sets forth a true and complete list, Acquired Companies has been the subject of any trade dispute as defined in Section 218 of the date hereofUK Trade Union Labour Relations (Consolidation) Xxx 0000 ("TULRC"), nor has there been any strike, work stoppage or slow-down of all Company Collective Bargaining Agreements. The Company has made available any kind called or threatened to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor be called against any of them, and no event has occurred which could or might give rise to such dispute or action. None of the Company Subsidiaries Acquired Companies has breached or otherwise failed to comply with any provision committed a violation of any Company Collective Bargaining Agreementapplicable Law relating to trade or trade practices, except for any breaches, failures to comply which violation has had or disputes that, individually or in the aggregate, have not had and would not could reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thatas specified in Schedule 3.10(b), individually or in the aggregatethere are no Contracts, have not had including recognition agreements and would not reasonably be expected to have a Company Material Adverse Effectcollective agreements, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge between any of the CompanyAcquired Companies and any trade union, threatened, against workers' council or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of other body representing employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thatas set forth on Schedule 3.10(c), individually no supervisory employee of any of the Acquired Companies has given or received notice terminating his or her employment or office, and no such supervisory employee will be entitled to give such notice as a result of this Agreement or any of the Related Agreements. (d) To the knowledge of Parent, Seller and the Acquired Companies, there are no current investigations by any Governmental Authority in relation to any employment practice in the aggregateAcquired Companies. (e) Except as set forth on Schedule 3.10(e) hereto, have not had and there are no notices, consents, authorizations or approvals, or payments or indemnifications, in respect of any employee of the Business which would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status required in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” event that any of the Acquired Companies ceased operations and terminated its workforce. (f) No Acquired Company has entered into any agreement and no event has occurred which may involve an Acquired Company in the future acquiring any undertaking or any Company Subsidiary are or were correctly classified under all applicable Laws by part of one such that the Company or such Company Subsidiary, United Kingdom Transfer of Undertakings (Protection of Employment) Regulations 1981 (as exempt or non-exempt, as the case amended) may beapply thereto.

Labor Matters. (a) Section 4.17 There is no labor strike, dispute, ------------- slowdown, work stoppage or lockout pending or, to the knowledge of the Company Disclosure Letter sets forth a true and complete listor any Stockholder, as of threatened against or affecting the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anyCompany, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, any such action; (b) there are no union claims to represent the Knowledge employees of the Company, threatened, against or affecting ; (c) the Company is not a party to or bound by any Company Subsidiary; (ii) collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to the Knowledge with any labor organization or employee association applicable to employees of the Company, no union organizational campaign is in progress with respect to ; (d) none of the employees of the Company or is represented by any Company Subsidiary labor organization and no question concerning representation of such employees exists; (iii) neither the Company and the Stockholders do not have any knowledge of any current union organizing activities among the employees of the Company, nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against to the knowledge of the Company or any Stockholder does any question concerning representation exist with respect to such employees; (e) the Company Subsidiary pendingis, 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 pending or, to the Knowledge knowledge of the CompanyCompany or any Stockholder, threatened, threatened before the National Labor Relations Board; (v) there are not any pending, Board or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” knowledge of the Company or any Stockholder, any charges or complaints, or facts which could reasonably give rise to a charge or complaint, 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; (h) the Company Subsidiary are is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or were correctly classified other direct compensation for any services performed by them to the Closing Date or amounts required to be reimbursed to such employees; (i) upon termination of the employment of any of the employees of the Company after the Closing, the Surviving Corporation will not 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 employees is terminable at will without cost to the Company except for payments disclosed on the Disclosure Statement or required under all applicable Laws the Employee Benefit Plans and payment of accrued salaries or wages and vacation pay; (k) no employee or former employee of the Company has any right to be rehired by the Company prior to the Company's hiring a person not previously employed by the Company; (l) to the best of the Company's and the Stockholders' knowledge, no Company employee has made a formal complaint, whether oral or written, to any member of the Company's management or human resource center that such employee has been subjected to unlawful discrimination or harassment which, if proven, would violate any state or federal laws concerning discrimination or harassment; and (m) the Disclosure Statement contains a true and complete list of all employees who are employed by the Company Subsidiaryas of the Closing Date, as exempt and said list correctly reflects their salaries, wages, other compensation (other than benefits under the Employee Benefit Plans), dates of employment and positions. The Company does not owe any past or non-exemptpresent employee any sum in excess of $25,000 individually or $50,000 in the aggregate other than for accrued wages or salaries for the current payroll period, as and amounts payable under the case may beEmployee Benefit Plans. No employee owes any sum to the Company in excess of $25,000, and all employees together do not owe the Company in excess of $50,000.

Labor Matters. (a) 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 them. Except as set forth in Section 4.17 4.21(a) of the Company Disclosure Letter sets forth a true and complete listSchedule no union representation question exists and, as to the knowledge of the date hereofCompany and its Subsidiaries, there has been no union organization effort respecting the employees of all the Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United Statesand its Subsidiaries. Neither the Company nor any of its Subsidiaries is delinquent in any material respect in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees. No retired employees of the Company are entitled to (i) receive current or future compensation from the Company or its Subsidiaries has breached or otherwise failed other than pursuant to comply with any provision the terms of any Company Collective Bargaining Agreement, Benefit Plan or (ii) participate in any Company Benefit Plan (except for any breaches, failures to comply as required by section 4980B of the Code or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectsimilar provisions of applicable state law). (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees Each of the Company and its Subsidiaries is in compliance in all material respects with all federal, state and other applicable laws, domestic or any Company Subsidiary foreign, respecting employment and no question concerning representation employment practices, terms and conditions of such employees exists; (iii) neither employment, wages and hours, immigration, the Company nor any Company Subsidiary payment of social security and similar taxes, occupational safety and health and plant closing, and has not and is not engaged in any unfair labor practice; (ivii) there are not any no unfair labor practice charges or complaints complaint against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, its Subsidiaries is pending before the National Labor Relations Board; (viii) there are not any pendingis no labor strike, ordispute, to the Knowledge of the Company, threatened, union grievances slowdown or stoppage actually pending or threatened against or involving the Company or any Company Subsidiary of its Subsidiaries; (iv) no grievance that would reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting have a Material Adverse Effect upon the Company or any Company Subsidiary and, to of its Subsidiaries or the Knowledge conduct of the Companytheir respective businesses exists, no such investigation arbitration proceeding arising out of or under any collective bargaining agreement is in progresspending and no claim therefor has been asserted; and (v) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals employees who are or were performing consulting or other services for parties to employment agreements with the Company or any of its Subsidiaries, which agreements are set forth in Section 4.21(c) of the Company Subsidiary Disclosure Schedule, and except as otherwise disclosed in Section 4.21(c) of the Company Disclosure Schedule, all employees of the Company and its Subsidiaries are terminable at will, with or were correctly classified under all applicable Laws without cause, and without cost to the Company and its Subsidiaries for severance obligations, or any other liability, except for payment of accrued salaries or wages and vacation pay. No employee or former employee has any right to be rehired by the Company or its Subsidiaries prior to the hiring of a person not previously employed by the Company or such Subsidiary. (d) Neither the Company Subsidiary as either “independent contractors” (nor any of its Subsidiaries has taken any action that could constitute a "mass layoff" or comparable status in "plant closing" within the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” meaning of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company SubsidiaryWorker Adjustment and Retraining Notification Act, as exempt amended, or non-exempt, as the case may becould otherwise trigger any notice requirement or liability under any local or state plant closing law.

Labor Matters. (a) Section 4.17 As of the Company date of this Agreement, except as set forth in Section 3.11 of the Parent Disclosure Letter sets forth Schedule, there are no agreements with, or, to the knowledge of Parent, pending petitions for recognition of, a true and complete listlabor union or association as the exclusive bargaining agent for any of the employees of Parent or any of its Subsidiaries and, to Parent’s knowledge, as of the date hereofof this Agreement, there are no material 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 comparable foreign, state or local labor relations tribunal or authority. To the knowledge of all Company Collective Bargaining AgreementsParent, no such petitions have been pending at any time since January 1, 2008 through and including the date of this Agreement, and, to the knowledge of Parent, except as set forth in Section 3.11 of the Parent Disclosure Schedule, there has not been any material organizing effort by any union or other group seeking to represent any employees of Parent or any of its Subsidiaries as their exclusive bargaining agent at any time since January 1, 2008. The Company has made available As of the date of this Agreement, there are no material labor strikes, work stoppages, slowdowns, lockouts or other material labor disputes, now ongoing or, to the knowledge of Parent, threatened against or involving Parent copies or any of its Subsidiaries and there have not been any such Company Collective Bargaining Agreementsmaterial labor strikes, including work stoppages or other material labor disputes with respect to employees based outside the United States. Parent or any of its Subsidiaries at any time since January 1, 2008. (b) Neither the Company Parent nor any of the Company its Subsidiaries is currently or at any time since January 1, 2008 has breached been a party to, or otherwise failed to comply bound by, any consent decree with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures Governmental Entity relating to comply employees or disputes thatemployment practices. Except as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thatEffect on Parent or any of its Subsidiaries, individually each of Parent and its Subsidiaries are in compliance with all applicable state, federal and local laws and regulations relating to labor, employment, termination of employment or in the aggregatesimilar matters, including but not limited to laws relating to discrimination, disability, labor relations, hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical leave, and employee terminations, and have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result practices in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent violation of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progresslaw. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of From January 1, 2020 to the Company Disclosure Letter sets forth a true and complete listpresent, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither neither the Company nor any of its Subsidiaries has been a party to any collective bargaining agreement or other agreement with any labor union. As of the entry into this Agreement, to the knowledge of the Company, there is no pending union representation petition involving employees of the Company Subsidiaries or any of its Subsidiaries, and there are no activities or Proceedings by any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees. (b) From January 1, 2020 to the present, there has breached been no unfair labor practice, charge or otherwise failed grievance arising out of any effort to comply organize employees of the Company or any of its Subsidiaries, a collective bargaining agreement, or other agreement with any provision labor union, nor has there been any other material labor-related grievance Proceeding against the Company or any of any Company Collective Bargaining Agreementits Subsidiaries pending, except for any breachesor, failures to comply or disputes thatthe knowledge of the Company, Threatened, other than such matters that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (bc) Except for From January 1, 2020 to the present, there has been no employee strike, or labor-related dispute, slowdown, work stoppage or lockout, pending, or, to the knowledge of the Company, Threatened, against or involving the Company or any of its Subsidiaries, other than such matters thatthat 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, 2020 have not had been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, and there have been and currently are no Proceedings pending or, to the knowledge of the Company, Threatened against the Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any of 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 such matters described in this sentence that would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, (i) there is not any2020, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in of its Subsidiaries has received any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge written notice of the Companyintent of the Equal Employment Opportunity Commission, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of audit, investigation, or affecting any other Proceeding with respect to the Company or any Company Subsidiary and, of its Subsidiaries which would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (ai) Section 4.17 Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union, labor organization, works council, or employer organization, nor is the Company or any of its Subsidiaries the subject of any material proceeding, or to the Knowledge of the Company, any activity or proceeding asserting that the Company Disclosure Letter sets forth a true and complete listor any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union, as labor organization, or works council, nor is there pending or, to the Knowledge of the date hereofCompany, threatened, nor has there been since January 1, 2009, any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving the Company or any of all Company Collective Bargaining Agreements. its Subsidiaries. (ii) The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including and its Subsidiaries have materially complied with applicable Laws with respect to employment (including but not limited to applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees based outside as exempt and non-exempt, immigration status, discrimination in employment, affirmative action, employee health and safety, and collective bargaining). (iii) The Company and each of its Subsidiaries have materially complied with applicable Laws relating to withholding from the United Stateswages, salaries, and other payments to employees, and are not, to the Knowledge of the Company, materially liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of the Company its Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except is liable for any breachesmaterial payment to any trust or other fund or to any Governmental Entity, failures with respect to comply unemployment compensation benefits, social security or disputes that, individually or other benefits for employees (other than routine payments to be made in the aggregate, have not had and ordinary course of business consistent with past practice). (iv) Except as would not reasonably be expected to have a Company Material Adverse Effect. Effect (bA) Except for matters that, individually no current or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees former independent contractor of the Company or any Company Subsidiary and no question concerning representation of such employees existsits Subsidiaries is a misclassified employee; (iiiB) neither the Company nor no independent contractor is eligible to participate in any Company Subsidiary is engaged in any unfair labor practiceCompensation and Benefit Plan; and (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (viC) the Company and each Company Subsidiary is in compliance its Subsidiaries have complied with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions in their use of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor temporary or employment Laws to conduct an investigation of or affecting the leased employees working at such Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressSubsidiary. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof this Agreement and in the preceding three (3) years, of all Company Collective Bargaining Agreements. The Company has made available to (i) neither Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company its Subsidiaries is or has breached been a party to any collective bargaining agreement or otherwise failed to comply other agreement or work rules or practices with any provision labor union or similar representatives of employees, (ii) there is and has been no pending or, to the knowledge of Parent, threatened union representation petition involving employees of Parent or any of its Subsidiaries, and (iii) Parent does not have knowledge of any Company Collective Bargaining Agreementactivity 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 and in the preceding three (3) years, except for there is and has been no unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any breacheslabor union, failures or other labor-related grievance proceeding against Parent or any of its Subsidiaries pending, or, to comply or disputes thatthe knowledge of Parent, threatened, other than such matters that would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (bc) Except for matters that, individually or As of the date of this Agreement and in the aggregatepreceding three (3) years, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor no strike, dispute, slowdown, work stoppage or lockout pending, or, to the Knowledge knowledge of the CompanyParent, threatened, against or affecting the Company involving Parent or any Company Subsidiary; of its Subsidiaries, other than such matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (iid) Parent and each of its Subsidiaries are, and since January 1, 2015 have been, in compliance in all material respects with all applicable Laws respecting employment and employment or labor practices (including all applicable Laws relating to wages, hours, child labor, collective bargaining, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, civil rights, classification of employees, classification of service providers as employees and/or independent contractors, affirmative action, safety and health, workers’ compensation, immigration, pay equity and the Knowledge collection and payment of the Companywithholding or social security), no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, no Proceedings pending or, to the Knowledge knowledge of Parent, threatened against Parent or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee, current or former independent contractor or any class of the Companyforegoing, threatenedrelating to any of the foregoing applicable Laws, before or alleging breach of any express or implied contract of employment or service, wrongful termination of employment or service, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment or service relationship, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2015, neither Parent nor any of its Subsidiaries has received any written notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company been subject to such an investigation, in each case, with respect to Parent or any Company Subsidiary and, of its Subsidiaries which would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor, to the Knowledge of the Company, are there any employees of the Company or any of its Subsidiaries has breached represented by a works council or otherwise failed to comply with any provision a labor organization, or activities or proceedings of any labor union to organize any employees of the Company Collective Bargaining or any of its Subsidiaries and no consent or approval of any works council or labor organization is required as a result of the transactions contemplated by this Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there . There is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, no pending or, to the Knowledge of the Company, threatened, against material labor strike, walkout, work stoppage, slowdown or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress lockout with respect to the employees of the Company or any Company Subsidiary of its Subsidiaries, and no question concerning representation of such employees exists; strike, walkout, slowdown or lockout has occurred within the past five (iii5) neither the Company nor any Company Subsidiary years. (b) There is engaged in any unfair labor practice; (iv) there are not any no unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, labor arbitration proceeding pending or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances threatened against the Company or its Subsidiaries, except for any Company Subsidiary such proceeding that would not have or reasonably could be expected to result have, individually or in an adverse determination; the aggregate, a Company Material Adverse Effect. (vic) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each Company Subsidiary is of its Subsidiaries are in compliance with all applicable local, state, federal and foreign Laws with respect relating to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employeesemployees and independent contractors, immigrationhealth and safety, visalayoffs and plant closings and collective bargaining, work status, pay equity and workers’ compensation; and (viiii) neither the Company nor and its subsidiaries have not received notice of any Company Subsidiary has received written communication during charge or complaint with respect to or relating to them pending before the past three years United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor labor, employment, wages and hours of work, child labor, immigration, or employment Laws occupational safety and health laws to conduct an investigation of with respect to or affecting the Company relating to them or any Company Subsidiary andnotice that such investigation is in progress, and (iii) there are no complaints or lawsuits, pending or, to the Knowledge of the Company, no threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such investigation is Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in progressconnection with the employment relationship. (cd) Except for matters thatas would not have or reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries have (i) withheld all individuals who are or were performing consulting or amounts required by law to be withheld from the wages, salaries, and other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “payments to employees” as the case may be ; and (ii) all individuals who are not liable for any arrears of wages or were classified any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries is liable for any material payment to any trust or other fund or to 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, consistent with past practice). (e) Since January 1, 2011 and except as in compliance with the Worker Adjustment and Retraining Notification Act of 1988 and any similar applicable state or local Law requiring notice to employees in the event of a closing or layoff (the “employeesWARN Act”) (i) neither the Company nor any of its Subsidiaries in the United States has effectuated a “plant closing” (as defined in the WARN Act or any similar state or local Law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company and/or any of its Subsidiaries, and (ii) there has not occurred a “mass layoff” (as defined in the WARN Act or any similar state or local Law) affecting any site of employment or facility of the Company or any of its Subsidiaries in the United States. (f) To the Knowledge of the Company, except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Subsidiary Material Adverse Effect, no employees of the Company or any of its Subsidiaries are in violation of any term of any employment Contract, invention assignment agreement, patent disclosure agreement, non-competition agreement, non-solicitation agreement, or were correctly classified under all applicable Laws any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such any Subsidiary because of the nature of the business conducted by the Company Subsidiaryor any Subsidiary or to the use of trade secrets or proprietary information of others. (g) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or other material violation of any collective bargaining agreement, as exempt trade union agreement, works council agreement or nonregulations or any other labor-exempt, as related agreement to which the case may beCompany or any of its Subsidiaries is a party.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete listSince December 29, as of the date hereof2008, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither (i) neither the Company nor any of the Company its Subsidiaries is or has breached been a party to any collective bargaining agreement, labor union contract, trade union agreement, or otherwise failed to comply any other labor-related agreements with any provision of any Company labor union, labor organization or works council (each a “Collective Bargaining Agreement”), (ii) no employees of the Company or any of its Subsidiaries are or have been represented by any labor union, labor organization or works council in connection with their employment with the Company or any Subsidiary, (iii) to the Company’s Knowledge, there currently are no, and there have not been any, activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries, (iv) no Collective Bargaining Agreement is being or has been negotiated by the Company or any of its Subsidiaries, and (v) there currently is no, and there has not been any, picketing, strike, lockout, slowdown, or work stoppage against the Company or any of its Subsidiaries pending or, to the Company’s Knowledge, threatened that may materially interfere with the respective business activities of the Company or any of its Subsidiaries. (b) Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, the Company and its Subsidiaries are in compliance with applicable Laws and Orders with respect to hiring, employment, and termination of employment (including but not limited to applicable Laws regarding wage and hour requirements, tips, correct classification of independent contractors and of employees as exempt and non-exempt, unfair labor practices, work authorization status, immigration, discrimination in employment, harassment, retaliation and reasonable accommodation, leaves of absence, terms and conditions of employment, employee health and safety, collective bargaining and the Worker Adjustment and Retraining Notification Act (“WARN”) and any similar state or local “mass layoff” or “plant closing” law), except for any breaches, failures where the failure to comply or disputes that, individually or in the aggregate, have does not had and would not reasonably be expected to have a Company Material Adverse Effect. . There has been no “mass layoff” or “plant closing” (bas defined by WARN) with respect to the Company or any of its Subsidiaries since December 29, 2008. Except for matters thatas has not had, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not anyno complaint, and during charge, claim or proceeding based on, arising out of, in connection with, or otherwise relating to the past three years there has not been anyemployment or termination of employment or failure to employ by the Company or any of its Subsidiaries, labor strike, dispute, work stoppage or lockout pending, of any individual now pending or, to the Knowledge of the Company’s Knowledge, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints threatened against the Company or any Company Subsidiary pendingof its Subsidiaries, before any Governmental Entity or regulatory authority, and (ii) there is no complaint, charge, claim or proceeding before any Governmental Entity or regulatory authority with respect to a violation of any occupational safety or health standards that is now pending or, to the Knowledge of the Company’s Knowledge, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances threatened against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progressits Subsidiaries. (c) Except for matters that, individually or as set forth in Section 3.9(c) of the aggregate, have Company Disclosure Schedule and except as do not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other services fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” employees (or comparable status other than routine payments to be made in the case Ordinary Course of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beBusiness).

Labor Matters. (a) Except as set forth in Section 4.17 5.16(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. (i) Neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or other contract or agreement with any labor or trade union, works council or other employee representative body (collectively, “Employee Representative Body”), (ii) to the Knowledge of the Company, no employees of the Company or any of its Subsidiaries has breached are represented by any Employee Representative Body in connection with employment by the Company or otherwise failed any of its subsidiaries, and (iii) to comply with any provision the Knowledge of the Company, there are no pending or threatened activities or proceedings of any Employee Representative Body to organize any employees of the Company Collective Bargaining Agreement, except for or any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectof its Subsidiaries. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there There is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, no pending or, to the Knowledge of the Company, threatened, against labor strike, walkout, work stoppage, slowdown or affecting the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress lockout with respect to the employees of the Company or any Company Subsidiary and of its Subsidiaries. (c) There is no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, labor arbitration proceeding pending or, to the Knowledge of the Company, threatenedthreatened against the Company or its Subsidiaries. (d) Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries have complied with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings, affirmative action, immigration and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any pending or threatened charge or complaint with respect to or relating to them before the National Labor Relations Board; United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices or the enforcement of labor, employment, wages and hours of work, child labor, affirmative action, immigration, or occupational safety and health Laws, or notice of the intent of any such Governmental Entity to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (viii) there are not any pendingno complaints or lawsuits, pending or, to the Knowledge of the Company, threatened, union grievances threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee, independent contractor or consultant or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The Company Subsidiary that reasonably could be expected has made available to result in an adverse determination; Parent and Purchaser a true and complete list (vias of the date shown thereon) of the Company employee identification numbers and current annual salary rates or current hourly wages, bonus opportunity, hire date, credited service, accrued vacation or paid-time-off, principal work location and leave status of all present employees of the Company and each of its Subsidiaries and, for employees located in the United States, each such employee’s status as being exempt or nonexempt from the application of state and federal wage and hour Laws applicable to employees who do not occupy a managerial, administrative, professional, or other nonexempt job position. (f) Neither the Company Subsidiary nor any of its Subsidiaries is in compliance or has been (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with all applicable Laws with respect Executive Order 11246, or (iii) required to labor relationsmaintain an affirmative action plan. (g) Within the last three years, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent Company has taken any action which would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act or similar foreign, state or local applicable Law (collectively, the “WARN Act”), issued any Governmental Entity responsible for notification of a plant closing or mass layoff required by the enforcement WARN Act, or incurred any liability or obligation under the WARN Act with respect to which any obligation remains unsatisfied. (h) To the Knowledge of labor or employment Laws to conduct an investigation the Company, no employee of or affecting the Company or any of its Subsidiaries is in material violation of any term of any employment, consulting, nondisclosure or noncompetition agreement, fiduciary duty, restrictive covenant or other similar obligation: (i) to the Company Subsidiary andor any of its Subsidiaries or (ii) to a former employer or engager of any such individual, in each such instance, relating (A) to the right of such individual to work for the Company or any of its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. (i) As of the date hereof, to the Knowledge of the Company, no such investigation is current employee, consultant or independent contractor of the Company or any Company Subsidiary at the level of Vice President or above or making $300,000 or more in progressannual base compensation intends to terminate his or her employment, consulting, or independent contractor relationship. (cj) Except Neither the Company nor any of its Subsidiaries are delinquent in respect of any payments to any current or former employees, consultants or independent contractors for matters thatservices or amounts required to be reimbursed or otherwise paid, except as would not reasonably be expected, individually or in the aggregate, have not had to be material to the Company and its Subsidiaries, taken as a whole. (k) The Company and its Subsidiaries are in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except as would not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for be material to the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary and its Subsidiaries, taken as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may bewhole.

Labor Matters. (ai) Section 4.17 Neither PEC nor any of its Subsidiaries is a party to any collective bargaining agreement or other material contract or agreement with any labor organization or other representative of employees nor is any such contract being negotiated; (ii) there is no material unfair labor practice charge or complaint pending nor, to the knowledge of the Company Disclosure Letter sets forth a true and complete listexecutive officers of PEC, threatened, with regard to employees of PEC or any Subsidiary; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect, or, to the knowledge of the executive officers of PEC, threatened against PEC or any of its Subsidiaries; (iv) as of the date hereof, no representation question exists, nor to the knowledge of all Company Collective Bargaining Agreements. The Company has made available the executive officers of PEC are there any campaigns being conducted to Parent copies solicit cards from the employees of such Company Collective Bargaining AgreementsPEC or any Subsidiary of PEC to authorize representation by any labor organization; (v) neither PEC nor any Subsidiary of PEC is a party to, including or is otherwise bound by, any consent decree with respect any governmental authority relating to employees based outside the United States. Neither the Company or employment practices of PEC or any Subsidiary of PEC; (vi) neither PEC nor any of the Company its Subsidiaries has breached incurred any liability under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act, and no fact or otherwise failed event exists that could give rise to comply liability under such Act; (vii) PEC and each Subsidiary of PEC are in compliance with any provision all applicable agreements, contracts and policies relating to employment, employment practices, wages, hours and terms and conditions of any Company Collective Bargaining Agreementemployment of the employees, except for any breacheswhere the failure to be in compliance with each such agreement, failures to comply or disputes thatcontract and policy would not, individually either singly or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Effect on PEC; (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (iviii) there is not anyno complaint, and during lawsuit or proceeding in any forum by any Governmental Entity, by or on behalf of any present or former employee, any applicant for employment or any classes of the past three years there has not been anyforegoing alleging breach of any express or implied contract of employment, labor strikeany law or regulation governing employment or the termination thereof or other discriminatory, dispute, work stoppage wrongful or lockout tortuous conduct in connection with the employment relationship against PEC or any of its Subsidiaries pending, or, to the Knowledge knowledge of the CompanyPEC or any of its Subsidiaries, threatened, against that has, or affecting the Company or any Company Subsidiarywould have, a Material Adverse Effect on PEC; (iiix) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company PEC and each Company Subsidiary is of its Subsidiaries are in compliance with all applicable Laws with respect to labor relations, laws respecting employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification hours of employeeswork and occupational safety and health, immigrationexcept for non-compliance that does not have, visaand would not have, work status, pay equity and workers’ compensationa Material Adverse Effect on PEC; and (viix) neither there is no proceeding, claim, suit, action or governmental investigation pending, or to the Company nor any Company Subsidiary has received written communication during the past three years knowledge of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company PEC or any Company of its Subsidiaries, threatened, in respect to which any current or former director, officer, employee or agent of PEC or any of its Subsidiaries is or may be entitled to claim indemnification from PEC or any of its Subsidiaries (A) pursuant to their respective charters or bylaws (B) as provided in any indemnification agreement to which PEC or any Subsidiary andof PEC is a party; or (C) pursuant to applicable law that has, to the Knowledge of the Companyor would have, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beEffect on PEC.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available not had or would not reasonably be expected to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company Subsidiaries has breached or otherwise failed to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 1, 2018 have been, in compliance with all Applicable Laws relating to labor and employment, including those relating to labor management relations, wages, hours, overtime, employee classification, discrimination, sexual harassment, sexual misconduct, civil rights, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes. (b) Since January 1, 2018, (i) no allegations of sexual harassment or other sexual misconduct have been made against any officer of the Company or its Subsidiaries who manages or supervises or, at any time, managed or supervised two (2) or more employees, and (ii) there are no Proceedings pending or, to the knowledge of the Company, threatened related to any allegations of sexual harassment or other sexual misconduct by any officer of the Company or its Subsidiaries. Since January 1, 2018, neither the Company nor any of its Affiliates have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any officer of the Company or its Subsidiaries who manages or supervises or, at any time, managed or supervised two (2) or more employees. (c) Neither the Company nor any of its Subsidiaries is, or since January 1, 2018 has been, a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement, and there have not been any, and to the knowledge of the Company there are no threatened, organizational campaigns, card solicitations, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Company Service Provider. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, are no unfair labor strike, dispute, work stoppage or lockout pending, practice complaints pending or, to the Knowledge knowledge of the Company, threatenedthreatened against the Company or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving any Company Service Provider with respect to the Company or its Subsidiaries. There is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for the Company Subsidiary; (ii) to the Knowledge enter into this Agreement or to consummate any of the CompanyTransactions. (d) The Company and each of its Subsidiaries is, and has been since January 1, 2018, in material compliance with WARN and has no union organizational campaign is in progress with respect to the employees of the Company material liabilities or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither other obligations thereunder. Neither the Company nor any Company Subsidiary is engaged in of its Subsidiaries has taken any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary action that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to cause Parent or any of its Affiliates or the Surviving Corporation or its Affiliates to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting any material liability or other services for obligation following the Company or any Company Subsidiary are or were correctly classified Closing Date under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may beWARN.

Labor Matters. (a) Section 4.17 of Except as set forth on Schedule 5.11(a) to the Company Parent Disclosure Letter sets forth a true and complete listLetter, as of from January 1, 2020 to the date hereofpresent, of all Company Collective Bargaining Agreements. The Company has made available to neither Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither the Company nor any of the Company its Subsidiaries has breached been a party to any collective bargaining agreement or otherwise failed to comply other agreement with any provision labor union. As of the entry into this Agreement, to the knowledge of Parent, there is no pending union representation petition involving employees of Parent or any of its Subsidiaries, and there are no activities or Proceedings by any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees. (b) From January 1, 2020 to the present, there has been no unfair labor practice, charge or grievance arising out of any Company Collective Bargaining Agreementeffort to organize employees of Parent or any of its Subsidiaries, except for a collective bargaining agreement, or other agreement with any breacheslabor union, failures nor has there been any other material labor-related grievance Proceeding against Parent or any of its Subsidiaries pending, or, to comply or disputes thatthe knowledge of Parent, Threatened, other than such matters that would not reasonably be expected to have, individually or in the aggregate, have not had and a Parent Material Adverse Effect. (c) From January 1, 2020 to the present, there has been no employee strike, or labor-related dispute, slowdown, work stoppage or lockout, pending, or, to the knowledge of Parent, Threatened, against or involving Parent or any of its Subsidiaries, other than such matters that would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters thathave, individually or in the aggregate, a Parent Material Adverse Effect. (d) Parent and its Subsidiaries are, and since January 1, 2020 have not had been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, and there have been and currently are no Proceedings pending or, to the knowledge of Parent, Threatened against Parent or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any of 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 such matters described in this sentence that would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. Since January 1, (i) there is not any2020, and during the past three years there neither Parent nor any of its Subsidiaries has not been any, labor strike, dispute, work stoppage or lockout pending, or, to the Knowledge received any written notice of the Company, threatened, against or affecting the Company or any Company Subsidiary; (ii) to the Knowledge intent of the CompanyEqual Employment Opportunity Commission, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company audit, investigation, or any Company Subsidiary and, other Proceeding with respect to the Knowledge Parent or any of the Company, no such investigation is in progress. (c) Except for matters thatits Subsidiaries which would reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (ai) Section 4.17 The Company and its Subsidiaries are, and since January 1, 2010 have been, in compliance in all material respects with all applicable Laws relating to employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, occupational safety and health, workers’ compensation, pay equity, classification of employees, and the Company Disclosure Letter sets forth a true collection and complete list, as payment of the date hereof, of all Company Collective Bargaining Agreementswithholding and/or social security Taxes. The Company has made available and its Subsidiaries have since January 1, 2010 met in all material respects all requirements required by Law relating to Parent copies the employment of such Company Collective Bargaining Agreementsforeign citizens, including with respect all requirements of the Immigration and Naturalization Act, as amended, that relate to employees based outside Forms I-9, and to the United States. knowledge of the Company, neither the Company nor any of its Subsidiaries currently employs any Person who is not permitted to work in the jurisdiction in which such Person is employed. (ii) Neither the Company nor any of the Company its Subsidiaries has breached is a party to any collective bargaining agreement or otherwise failed other labor union contract applicable to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor strike, dispute, work stoppage or lockout pending, orits employees and, to the Knowledge knowledge of the Company, threatened, against or affecting there are not any activities and proceedings of any labor union to organize any such employees. (iii) Neither the Company nor any of its Subsidiaries is the subject of any material Proceeding asserting that the Company or any Company Subsidiary; (ii) of its Subsidiaries has committed an unfair labor practice or any other violation of law relating to the Knowledge of the Companyemployee matters, no union organizational campaign is in progress with respect to the nor since January 1, 2010 has there been any labor strike, work stoppage, work slow-down or lockout involving employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there its Subsidiaries. No material notices, reports, registrations or other filings are not any unfair labor practice charges or complaints against required to be made by the Company or any Company Subsidiary pendingof its Subsidiaries with, ornor are any material consents, registrations, approvals, permits or authorizations required to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against be obtained by the Company or any Company Subsidiary that reasonably could be expected to result of its Subsidiaries from, any works counsel, labor union or similar labor entity or governing body in an adverse determination; (vi) connection with the Company execution and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment delivery of this Agreement and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years consummation of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progresstransactions contemplated hereby. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including (i) there are no strikes or lockouts pending with respect to any employees based outside the United States. Neither the Company nor of Parent or any of its Subsidiaries, (ii) there is no union organizing effort pending, or to the Company Knowledge of Parent, threatened against Parent or any of its Subsidiaries, (iii) there is no unfair labor practice, labor dispute (other than routine individual grievances), or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened, with respect to the employees of Parent or any of its Subsidiaries and (iv) there is no slowdown or work stoppage in effect or, to the Knowledge of Parent, threatened with respect to the employees of Parent or any of its Subsidiaries, except, in each case, as has breached or otherwise failed not had, and would not reasonably be expected to comply with any provision of any Company Collective Bargaining Agreement, except for any breaches, failures to comply or disputes thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (b) Except for matters thatas has not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, (i) there is not anyeach of Parent and its Subsidiaries are, and during have been, in compliance in all respects with all applicable Laws relating to employment and employment practices, the past three years classification of employees and contractors, wages, overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment, (ii) there has not been any, labor strike, dispute, work stoppage are no charges with respect to or lockout pending, relating to either of Parent or its Subsidiaries pending or, to the Knowledge of Parent, threatened before the Company, threatened, against or affecting the Company Equal Employment Opportunity Commission or any Company Subsidiary; (ii) to national, federal, state or local agency, domestic or foreign, responsible for the Knowledge prevention of the Companyunlawful employment practices, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) since January 1, 2017, neither the Company Parent nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary its Subsidiaries has received any written communication during the past three years of the intent of notice from any Governmental Entity national, federal, state or local agency, domestic or foreign, responsible for the enforcement of labor or employment Laws of an intention to conduct an investigation of either of Parent or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, its Subsidiaries and no such investigation is in progress. (c) Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (a) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof this Agreement and in the preceding three (3) years, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither (i) neither the Company nor any of its Subsidiaries is or has been a party to any collective bargaining agreement or other agreement or work rules or practices with any labor union or similar representatives of employees, (ii) there is and has been no pending or, to the knowledge of the Company, threatened, union representation petition involving employees of the Company Subsidiaries or any of its Subsidiaries, 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 and in the preceding three (3) years, there is and has breached been no unfair labor practice, charge or otherwise failed to comply grievance arising out of a collective bargaining agreement, other agreement with any provision labor union, or other labor-related grievance proceeding against the Company or any of any Company Collective Bargaining Agreementits Subsidiaries pending, except for any breachesor, failures to comply or disputes thatthe knowledge of the Company, individually or in the aggregatethreatened, other than such matters that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (bc) Except for matters that, individually or As of the date of this Agreement and in the aggregatepreceding three (3) years, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) there is not any, and during the past three years there has not been any, labor no strike, dispute, slowdown, work stoppage or lockout pending, or, to the Knowledge knowledge of the Company, threatened, against or affecting involving the Company or any of its Subsidiaries, other than such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiary; Material Adverse Effect. (iid) The Company and its Subsidiaries are, and since January 1, 2015 have been, in compliance in all material respects with all applicable Laws respecting employment and employment or labor practices (including all applicable Laws relating to wages, hours, child labor, collective bargaining, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, civil rights, classification of employees, classification of service providers as employees and/or independent contractors, affirmative action, safety and health, workers’ compensation, immigration, pay equity and the collection and payment of withholding or social security), and there are no Proceedings pending or, to the Knowledge knowledge of the Company, no union organizational campaign is in progress with respect to the employees of threatened against the Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee, current or former independent contractor or any class of the foregoing, relating to any of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment or service, wrongful termination of employment or service, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment or service relationship, other than any such matters described in this sentence that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Subsidiary and no question concerning representation of such employees exists; (iii) Material Adverse Effect. Since January 1, 2016, neither the Company nor any Company Subsidiary is engaged in of its Subsidiaries has received any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge written notice of the Companyintent of the Equal Employment Opportunity Commission, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge Department of the Company, threatened, union grievances against the Company Labor or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct investigation or been subject to such an investigation of or affecting investigation, in each case, with respect to the Company or any Company Subsidiary and, of its Subsidiaries which has had or would reasonably be expected to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all individuals who are or were performing consulting or other services for the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary as either “independent contractors” (or comparable status in the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” of the Company or any Company Subsidiary are or were correctly classified under all applicable Laws by the Company or such Company Subsidiary, as exempt or non-exempt, as the case may be.

Labor Matters. (aExcept as set forth in Schedule 3.1(s) Section 4.17 of the Company Disclosure Letter sets forth a true and complete list, as of Schedule or in the date hereof, of all Company Collective Bargaining Agreements. The Company has made available to Parent copies of such Company Collective Bargaining Agreements, including with respect to employees based outside the United States. Neither SEC Documents: (i) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other current labor agreement with any labor union or organization, and there is no current union representation question involving employees of the Company or any of its Subsidiaries, nor does the Company or any of its Subsidiaries has breached or otherwise failed to comply with any provision know of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees; (ii) there is no unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure against the Company Collective Bargaining Agreementor any of its Subsidiaries pending, except for or, to the knowledge of the Company or any breachesof its Subsidiaries, failures to comply or disputes threatened, that, individually or in the aggregate, have not has had and would not or could reasonably be expected to (A) have a Company Material Adverse Effect.Effect on the Company, (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents; (biii) Except there is no complaint, lawsuit or proceeding in any forum by or on behalf of any present or former employee, any applicant for matters employment or any classes of the foregoing alleging breach of any express or implied contract of employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship against the Company or any of its Subsidiaries pending, or, to the knowledge of the Company or any of its Subsidiaries, threatened, that, individually or in the aggregate, have not has had and would not or could reasonably be expected to (A) have a Company Material Adverse EffectEffect on the Company, (iB) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents; (iv) there is not any, and during the past three years there has not been any, labor no strike, dispute, slowdown, work stoppage or lockout pending, or, to the Knowledge knowledge of the CompanyCompany or any of its Subsidiaries, threatened, against or affecting involving the Company or any Company Subsidiary; (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of the Company or any Company Subsidiary and no question concerning representation of such employees exists; (iii) neither the Company nor any Company Subsidiary is engaged in any unfair labor practice; (iv) there are not any unfair labor practice charges or complaints against the Company or any Company Subsidiary pending, or, to the Knowledge of the Company, threatened, before the National Labor Relations Board; (v) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any Company Subsidiary that reasonably could be expected to result in an adverse determination; (vi) the Company and each Company Subsidiary is in compliance with all applicable Laws with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers’ compensation; and (vii) neither the Company nor any Company Subsidiary has received written communication during the past three years of the intent of any Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation of or affecting the Company or any Company Subsidiary and, to the Knowledge of the Company, no such investigation is in progress. (c) Except for matters its Subsidiaries that, individually or in the aggregate, has had or could reasonably be expected to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents; (v) The Company and each of its Subsidiaries are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, except for non-compliance that, individually or in the aggregate, has not had and would could not reasonably be expected to (A) have a Company Material Adverse EffectEffect on the Company, (iB) all individuals who are or were performing consulting or other services for impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any Company Subsidiary are material respect or were correctly classified under all applicable Laws prevent the consummation of any of the transactions contemplated by any of the Company Transaction Documents; and (vi) There is no proceeding, claim, suit, action or such Company Subsidiary as either “independent contractors” (or comparable status in governmental investigation pending or, to the case of a non-U.S. entity) or “employees” as the case may be and (ii) all individuals who are or were classified as “employees” knowledge of the Company or any Company Subsidiary are of its Subsidiaries, threatened, in respect to which any current or were correctly classified under all applicable Laws by former director, officer, employee or agent of the Company or such any of its Subsidiaries is or may be entitled to claim indemnification from the Company Subsidiaryor any of its Subsidiaries pursuant to the Articles of Incorporation or Bylaws of the Company or any provision of the comparable charter or organizational documents of any of its Subsidiaries, as exempt provided in any indemnification agreement to which the Company or non-exemptany Subsidiary of the Company is a party or pursuant to applicable Law that, as individually or in the case may beaggregate, has had or could reasonably be expected to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company to perform its obligations under any of the Transaction Documents in any material respect, or (C) delay in any material respect or prevent the consummation of any of the transactions contemplated by any of the Transaction Documents.