Common use of Labor Matters Clause in Contracts

Labor Matters. (a) 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) (i) 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 agreement, labor union contract contract, or trade union agreement or work rules(each a “Collective Bargaining Agreement”), nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (ii) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor union or trade union, works council or other representative body to organize any employees of the Company or any of its Subsidiaries. ; (biii) As no Collective Bargaining Agreement is being negotiated by the Company or any of the date of this Agreementits Subsidiaries, and (iv) since January 1, 2009, there has not been any strike, lockout, slowdown, work stoppage, grievance or other labor dispute against the Company or any of its Subsidiaries nor is no material any strike, lockout, slowdown, or work stoppage, grievance or other labor dispute pending or, to the Knowledge knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout threatened that may interfere with respect to employees the respective business activities of the Company or any of its SubsidiariesSubsidiary. (cb) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the The Company or and its Subsidiaries have complied with applicable Laws and Orders with respect to employment (including applicable laws, rules 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 reasonably be expected, individually or in the aggregate, to not be material to the Company and its Subsidiaries, taken as a whole. (dc) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in withheld all material respects with all amounts required by applicable local, state, federal and foreign Laws relating Law to employment, including, without limitation, Laws relating to discrimination, hours of work and be withheld from the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresssalaries, and (iii) as of the date of this Agreementother payments to employees, there and are no complaints or lawsuits, pending ornot, to the Knowledge of the Company, threatened against liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company or nor any of its Subsidiaries brought by or on behalf of is liable for any applicant for employment, any current employee or any class of the foregoing, relating material payment to any such Lawstrust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or alleging breach other benefits for employees (other than routine payments to be made in the ordinary course of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection business consistent with the employment relationshippast practice). (ed) The 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 Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole: (i) No current or former independent contractor of the Company or any 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.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees Labor Agreement and no employee of the Company or any of its Subsidiaries who areis 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 December 31the Applicable Date there has been no, 2012 have been, represented by a works council or a labor organization, norpending or, to the Knowledge knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor threatened union to organize any representation petition involving employees of the Company or any of its Subsidiaries. To the knowledge of the Company, there are no, and since the Applicable Date there have not been any, union organizing activities with respect to any employees of the Company or its Subsidiaries. (b) As of There is, and since the date of this AgreementApplicable Date there has been, there is no strike, organized labor slowdown, concerted work stoppage, lockout, picketing, handbilling unfair labor practice charges, labor arbitration, material pending labor grievances, or other material labor dispute pending, or, to the Knowledge knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown against or lockout with respect to employees of involving the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the The Company or and its Subsidiaries are, and since the Applicable Date have been, in compliance in all respects with all applicable Laws respecting labor, employment and employment practices, including all such Laws respecting terms and conditions of employment, wages and hours, worker classification (including the classification of exempt and non-exempt employees and of independent contractors), discrimination, retaliation, harassment, 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 (including 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 expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressMaterial Adverse Effect. There are, and (iii) as of since the date of this AgreementApplicable Date there have been, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries brought 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 such of the foregoing applicable Laws, or alleging breach of any express or implied contract Contract of employment, wrongful termination of employment or other than any other discriminatory, wrongful or tortious conduct such matters described in connection with the employment relationship. (e) The 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 this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received 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 with respect to the Company or any of its Subsidiaries which would reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) The Company and each of its Subsidiaries have reasonably investigated all sexual harassment, or other 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 SubsidiariesSubsidiaries 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, taken as a wholedirectors, 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.

Labor Matters. Neither the Texas Company nor any of its ------------- Subsidiaries is the subject of any material proceeding asserting that it or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any 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 or 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 neither the Texas Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any agreement, (b) there is no unfair labor union contract or trade union agreement or work rules, nor are there any employees of practice complaint against the Texas Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norpending or, to the Knowledge knowledge of the Texas Company, are therethreatened before the National Labor Relations Board that would, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of if adversely determined against the Texas Company or any of its Subsidiaries. , have a material adverse effect on the Texas Company, (bc) As of the date of this Agreement, there is no material labor strike or organized slow down or stoppage actually pending or, to the Knowledge knowledge of the Texas Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of threatened against the Texas Company or any of its Subsidiaries. (c) As Subsidiaries which involves the employees of the date Texas Company or any of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to its Subsidiaries and which would have a material adverse effect on the Knowledge of the Texas Company, threatened against (d) no private agreement restricts the Texas Company or any of its Subsidiaries that would reasonably be expectedfrom relocating, closing or terminating any of its operations or facilities, and (e) except for plant closings or layoffs that, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in have a material adverse effect on the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Texas Company, threatened against neither the Texas Company or nor any of its Subsidiaries brought by has implemented any plant closing or on behalf layoff of any applicant for employmentemployees that could reasonably be expected to require notification under the Worker Adjustment Retraining and Notification Act of 1988, any current employee as amended, or any class of similar state or local Law or regulation and no such layoffs will be implemented before 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 relationshipEffective Time. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (bi) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except except as would not reasonably be expected, individually or result in the aggregate, to be any material liability to the Company and its Subsidiaries, taken as a whole, (iA) neither the Company and each nor any of its Subsidiaries are and have been in compliance in all material respects is a party to or otherwise bound by work rules or a collective bargaining agreement or other similar Contract with all applicable locala labor union or labor organization (collectively, 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 and collective bargaining“CBAs”), (iiB) nor is the Company and or any of its Subsidiaries have not received notice the subject of any charge or complaint with respect to or relating to them pending before proceeding asserting that the United States Equal Employment Opportunity Commission Company or any other Governmental Entity responsible for of its Subsidiaries has committed an unfair labor practice or is seeking to compel the prevention of unlawful employment practicesCompany to bargain with any labor union or labor organization, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation (C) nor is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against threatened, nor has there been since January 1, 2012 and prior to the Company or any date of its Subsidiaries brought by or on behalf of any applicant for employmentthis Agreement, any current employee labor strike, walkout, work stoppage, slow-down or any class lockout affecting Company Employees. On and after the date of the foregoingthis Agreement, relating to any such Lawsthere has been no labor strike, walkout, work stoppage, slow-down 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 lockout affecting Company is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable dataEmployees, except in each case as would not reasonably be expectedlikely to have, individually or in the aggregate, to be a Company Material Adverse Effect. Except as would not result in any material liability to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, none of the employees of the Company or any of its Subsidiaries is represented by a labor union, and, to the Knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining unit being made or threatened involving employees of the Company or any of its Subsidiaries. (ii) The 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, reasonably be likely to have a Company Material Adverse Effect. The Company does not have any material requirement under Contract or Law to provide notice to, or to enter into any consultation procedure with, any labor union or other organization in connection with the execution of this Agreement or the transactions contemplated by this Agreement.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is is, or hassince January 1, since December 31, 2012, 2001 has been, a party to any or bound by a collective bargaining agreement or other similar agreement with any labor union contract or trade union labor organization applicable to the employees of the Company or any of its Subsidiaries, and no such agreement is currently being negotiated. Since January 1, 2001, no representation election petition or work rules, nor are there application for certification has been filed by any employees of the Company or any of its Subsidiaries who areSubsidiaries, nor is such a petition or since December 31application pending with the National Labor Relations Board or any Governmental Entity, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any no labor union is currently engaged in or threatening, organizational efforts with respect to organize 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 progress or, to the Knowledge of the Company, has been threatened against the Company or any of its Subsidiaries. (b) As Each of the date Company and its Subsidiaries is in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of this Agreementemployment, there 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) There is no material pending orLitigation 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 aggregate has had, or would be reasonably likely to have or result in, a Material Adverse Effect on the Company. (d) To the Knowledge of the Company, threatenedsince January 1, labor strike2004, walkout, work stoppage, slowdown or lockout with respect to employees no employee of the Company or any of its SubsidiariesSubsidiaries has provided or 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 Law, in each case, by the Company, any of its Subsidiaries or any of their respective officers or directors. (ce) As Section 3.17(e) of the date of this AgreementCompany Disclosure Letter contains a complete and correct list, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any names of its Subsidiaries brought by or on behalf all directors and officers of any applicant for employment, any current employee 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 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, to be material to the Company and its Subsidiariesall other Company employees, taken as a wholetogether with (i) any incentive or bonus arrangement with respect to such Person and (ii) the number of Company Options, Company Stock Awards and Performance Stock Awards held by such Person. The Company has previously provided to Parent the annual base salary or wages with respect to all Company employees.

Labor Matters. (a) Neither Except to the extent imposed or implied by applicable foreign Law, as of the date hereof, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization. Except for such matters which have not had, norand would not reasonably be expected to have, to individually or in the Knowledge of aggregate, a Material Adverse Effect on the Company, (a) as of the date hereof, (i) there are there, nor since December 31, 2012 have there been, any pending activities no strikes or proceedings of any labor union lockouts with respect to organize any employees of the Company or any of its Subsidiaries. , and, (bii) As to the knowledge of the date of this AgreementCompany, there is no material union organizing effort pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of threatened against the Company or any of its Subsidiaries. ; (cb) As of the date of this Agreement, there is no unfair labor practice 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 its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by Subsidiaries, nor are there any material industrial or on behalf trade disputes or negotiations regarding a claim with any trade union, group or organization of employees or their representatives representing employees or workers; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to any applicant for employment, any current employee employees of the Company or any class of its Subsidiaries; and (d) 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 is and its Subsidiaries are in compliance with all applicable Laws relating respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) unfair labor practices, and (iv) the Acquired Rights Directive and or any similar international, foreign, national, state or local law, and any information and consultation or similar obligation . Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”) or, to the confidentialityknowledge of the Company, securityany similar international, use foreign, national, state or local law, including without limitation the Acquired Rights Directive and treatment collective dismissal laws, as a result of employee information and personally identifiable dataany action taken or being contemplated to be taken prior to the Effective Time by the Company that have had, except in each case as or would not reasonably be expectedexpected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as has not had, and would not reasonably be expected to be material to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred any actual or contingent liability in connection with any termination of employment of its employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any employee and neither the Company nor any of its Subsidiaries, taken as Subsidiaries has incurred any liability for failure to provide information or to consult with employees under any employment Laws. Neither the Company nor any of its Subsidiaries has established a wholeEuropean Works Council.

Labor Matters. (a) 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 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 hour laws, or any other employment related matter arising under applicable Legal Requirements. To the Knowledge of Qumu, within the past 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 amounts required by law or by agreement to be withheld and reported with respect to 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 its Subsidiaries, or any taxes or any penalty for failure to comply with any 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 Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the normal course of business and consistent with past practice), except in each case, for any failure to withhold, report or pay which would have or could reasonably be expected to have a Qumu Material Adverse Effect. (b) Neither the Company Qumu nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to to, or is in the process of negotiating, or bound by any collective bargaining agreement, works council arrangement or agreement or any other agreement with a labor union contract or trade like organization. To the Knowledge of Qumu: (i) there are no current labor union agreement or work rules, nor are there organizing activities with respect to any employees of the Company Qumu and/or any of its Subsidiaries, (ii) no labor union, labor organization, trade union, works council, or group of employees of Qumu and/or any of its Subsidiaries who arehas made a demand (whether formal or informal) for recognition or certification, (iii) there are no representation or since December 31, 2012 have been, represented by certification proceedings or petitions seeking a works council representation proceeding presently pending or a labor organization, nor, threatened in writing to be brought or filed with the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company National Labor Relations Board or any of its Subsidiaries. other labor relations tribunal or authority, and (biv) As of the date of this Agreementthere are no pending or threatened labor strikes, there is no material pending orlockouts, to the Knowledge of the Company, threatened, labor strike, walkoutslowdowns, work stoppagestoppages, slowdown job action, picketing or lockout with respect to employees of the Company threats thereof, against or affecting Qumu or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expectedexpected to result in a Qumu Material Adverse Effect, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company Qumu and each of its Subsidiaries are and have been in material compliance in all material respects with all applicable localthe Worker Adjustment and Retraining Notification Act of 1988, stateas amended (the “WARN Act”), federal and foreign Laws any similar Legal Requirements 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 and collective bargaininglayoffs. 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) to the Knowledge of Qumu is in violation of any term of any patent disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by Qumu or 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 use of trade secrets or proprietary information of others, or (ii) in the Company and its Subsidiaries have not received notice case of any charge key employee or complaint with respect group of key employees, has, to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention Knowledge of unlawful employment practicesQumu, or given notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, Agreement to the Knowledge of the Company, threatened against the Company Qumu or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current that such employee or any class 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 employment of any 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Except as has not had and would not reasonably be expected to have, 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 is, or hasfrom January 1, since December 31, 2012, 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 contract or trade 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, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, (i) there are no unfair labor practice complaints pending or, to the 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 agreement representation questions involving any director, officer, or work rulesemployee (including any former director, nor are there any employees officer, or employee) of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, with respect to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. , and (bii) As since January 1, 2018 there has not been, and there is, no labor strike, slowdown, stoppage, picketing, interruption of the date of this Agreement, there is no material work or lockout pending or, to the Knowledge of the Company’s knowledge, threatened, labor strike, walkout, work stoppage, slowdown threatened against or lockout with respect to employees of affecting the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the The Company and its Subsidiaries have not received notice of entered into any charge or complaint agreement with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesworks council, labor union, or notice similar labor organization that would require the Company to obtain the consent of, or provide advance notice, to such works council, labor union or similar labor organization of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of transactions contemplated by this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) None of the employees of the Partnership or any of its Subsidiaries is represented in his or her capacity as an employee of the Partnership or any of its Subsidiaries by any labor organization. Neither the Company Partnership nor any of its Subsidiaries is has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of the Partnership or hasany of its Subsidiaries, since December 31, 2012, been, a party to nor has the Partnership or any of its Subsidiaries entered into any collective bargaining agreement or union contract recognizing any labor union contract or trade union agreement or work rules, nor are there organization as the bargaining agent of any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company Partnership or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that Except for such matters which would reasonably be expectednot have, individually or in the aggregate, to be material to a Partnership Material Adverse Effect, neither the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each Partnership nor any of its Subsidiaries are and have been in compliance in all material respects with all applicable localhas received written notice since December 31, state2013, 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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 Authority responsible for the enforcement of labor, employment, wages occupational health and hours of worksafety, child labor, immigration, workplace safety or occupational safety and health insurance/workers compensation laws to conduct an investigation of the Partnership or any of its Subsidiaries with respect to or relating such matters, and, to them or notice that the Knowledge of the Partnership, no such investigation is in progress. Except for such matters which would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no (and (iii) as of have not been during the three-year period preceding the date of this Agreement) strikes or lockouts with respect to any employees of the Partnership or any of its Subsidiaries, (ii) to the Knowledge of the Partnership, there are is no complaints (and has not been during the three-year period preceding the date of this Agreement) union organizing effort pending or lawsuitsthreatened against the Partnership or any of its Subsidiaries, (iii) there is no (and has not been during the three-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding (other than routine individual grievances) pending or, to the Knowledge of the CompanyPartnership, threatened against the Company Partnership or any of its Subsidiaries brought by and (iv) there is no (and has not been during the three-year period preceding the date of this Agreement) slowdown, or on behalf work stoppage in effect or, to the Knowledge of the Partnership, threatened with respect to any employees of the Partnership or any 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 applicant for employment, any current employee action taken by the Partnership or any class of its Subsidiaries in 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 is in compliance with all Laws relating two-year period prior to the confidentiality, security, use and treatment date of employee information and personally identifiable data, except in each case as this Agreement. Except for such non-compliance which would not reasonably be expectedhave, individually or in the aggregate, to be material to a Partnership Material Adverse Effect, the Company Partnership and each of its SubsidiariesSubsidiaries is, taken and during the three-year period preceding the date of this Agreement has been, in compliance with all applicable Laws in respect of employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health (including classifications of service providers as a wholeemployees and/or independent contractors).

Labor Matters. (a) Neither the Company Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rulesLabor Agreement, nor are there any employees and no employee of the Company Parent or any of its Subsidiaries who areis represented by any labor union, works council, or since December 31other labor organization by way of certification, 2012 have beeninterim certification, represented by a works council voluntary recognition or a labor organization, norsuccession rights. There is no pending or, to the Knowledge knowledge of the CompanyParent, are there, nor since December 31, 2012 have there been, any pending activities threatened union representation petition or proceedings of any labor union to organize any application involving employees of the Company Parent or any of its Subsidiaries. As of the date hereof, neither Parent nor any of its Subsidiaries has knowledge of any activity of any labor organization or employee group to organize any such employees since the Applicable Date. As of the date hereof, 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 of this Agreementhereof, there is no 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 pending labor-related Proceeding against Parent or any of its Subsidiaries pending, or, to the Knowledge knowledge of the CompanyParent, threatened, . No labor strike, walkout, work stoppage, slowdown or lockout with respect union has applied to employees of the Company have Parent or any of its SubsidiariesSubsidiaries 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 of this Agreementhereof, there is is, and since the Applicable Date has been, no unfair strike, organized labor practice slowdown, concerted work stoppage, lockout, picketing, handbilling, or other material labor arbitration proceeding pending dispute pending, or, to the Knowledge knowledge of the CompanyParent, threatened threatened, against the Company or its Subsidiaries that would reasonably be expected, individually involving Parent or in the aggregate, to be material to the Company and any of its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Parent and its SubsidiariesSubsidiaries are, taken as a wholeand for the last three (3) years have been, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable localLaws respecting labor, state, federal employment and foreign Laws relating to employment, employment practices including, without limitation, all such Laws relating to discrimination, hours respecting terms and conditions of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of workhours, child laborworker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, recordkeeping, occupational safety, COVID-19, whistleblowing, disability rights or occupational safety 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 laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressrequirements. There are, and in the last three (iii3) as of the date of this Agreementyears have been, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries brought 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 such of the foregoing applicable Laws, or alleging breach of any express or implied contract Contract of employment, wrongful termination of employment or other than any other discriminatory, wrongful or tortious conduct such matters described in connection with the employment relationship. (e) The 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 this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Parent Material Adverse Effect. In the last three (3) years, neither Parent nor any of its Subsidiaries has received 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 with respect to Parent or any of its Subsidiaries which would reasonably be material expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a federal government contractor or subcontractor or subject to the Company requirements of Executive Order 11246. (e) Parent and its SubsidiariesSubsidiaries have promptly, thoroughly, and impartially investigated all sexual harassment, or other 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 as a wholeprompt 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 public, would bring Parent and its Subsidiaries into material disrepute.

Labor Matters. (a) Neither No member of the Company nor any of its Subsidiaries Buyer Group is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, applicable to the Knowledge of employees and there are not any, and during the Companypast five years (5) have been no, are there, nor since December 31, 2012 have there been, any pending 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 Company 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 its Subsidiariesthe Buyer Group. (b) As of the date of this Agreement, there There is no material labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of the CompanyBuyer, threatenedthreatened against or affecting any member of the Buyer Group, labor and no member of the Buyer Group has experienced any strike, walkout, slowdown or work stoppage, slowdown lockout or lockout other collective labor action by or with respect to the employees of in the Company or any of its Subsidiariespast five (5) years. (c) As The Buyer Group is and during the past five (5) years has been in compliance with all Applicable Laws relating to employment and employment practices, including discrimination or harassment in employment, terms and conditions of the date employment, termination of this Agreementemployment, there is no unfair labor practice or labor arbitration proceeding pending orwages, to the Knowledge overtime classification, hours, occupational safety and health, employee whistle-blowing, immigration, employee privacy, and classification of the Companyemployees, threatened against the Company or its Subsidiaries that consultants and independent contractors where any such non-compliance would not reasonably be expected, individually or in the aggregate, expected to be material to the Company and its SubsidiariesBuyer Group, taken as a whole. (d) Except as would not reasonably be expected, individually or in No member of the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable localBuyer Group has received any written notice from any national, state, federal and local or foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages agency or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours labor or employment laws of work, child labor, immigration, or occupational safety and health laws an intention to conduct an investigation with respect of any member of the Buyer Group and to or relating to them or notice that the Knowledge of the Buyer, no such investigation is in progress, and (iii) as . No member of the date of this AgreementBuyer Group is a party to, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employmentotherwise bound by, any current employee consent decree with, or citation by, any class of the foregoing, Governmental Entity relating to any such Laws, employees 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 relationshippractices. (e) The Company To the Knowledge of the Buyer, there has not been, and the Buyer does not anticipate or have any 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 officer of any member of the Buyer Group intends, or 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 to terminate his employment relationship with such entity following the aggregate, to be material to consummation of the Company and its Subsidiaries, taken as a wholetransactions contemplated hereby.

Labor Matters. (a) 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there neither the Company nor any of its Subsidiaries is no material pending or, a party to the Knowledge any collective bargaining agreement or similar labor agreement with a labor organization. None of the CompanyCompany Employees are represented by any union, threatened, works council or other labor strike, walkout, work stoppage, slowdown or lockout organization with respect to employees of their employment with the Company or any of its Subsidiaries. (c) , 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, there is no unfair labor practice or labor arbitration proceeding pending or, (i) to the Knowledge knowledge of the Company, threatened 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 reasonably be expectedtrigger 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 reasonably be expected, individually likely result in liability for the Company or the Company’s Subsidiaries in excess of $500,000 in the aggregate, to be material there are no, and during the prior three (3) years have not been, any administrative charges or court complaints pending or, to the Company and its SubsidiariesCompany’s knowledge, taken as a whole, (i) threatened in writing against the Company and each or any of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States U.S. Equal Employment Opportunity Commission or any other Governmental Entity responsible for Authority concerning alleged employment discrimination. (e) To the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge knowledge of the Company, threatened 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 brought by or on behalf of Subsidiaries. The Company has not entered into and it is not a party to any applicant for employment, settlement agreement with any current employee or any class of the foregoing, Person that involved allegations relating to sexual harassment or other sexual misconduct by 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 relationshipCompany Employee. (ef) The Section 5.14(f) of the Company is in compliance with Disclosure Letter sets forth all Laws relating to (i) material salary or benefit reductions, and (ii) furloughs and lay-offs implemented by the confidentialityCompany, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedcase, individually or in the aggregate, response to be material to the Company and its Subsidiaries, taken as a wholeCOVID-19.

Labor Matters. (a) Except as has not had or would not reasonably be expected to have, 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, 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) Neither the Company nor any of its Subsidiaries is is, or hassince January 1, since December 31, 2012, 2017 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 Company’s knowledge there are no threatened, organizational campaigns, card solicitations, petition or other unionization activity seeking recognition of a collective bargaining agreement unit relating to any current or any former Service Provider. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no unfair labor union contract or trade union agreement or work rulespractice complaints pending or, nor are there any employees of to the Company’s knowledge, threatened against the Company or any of its Subsidiaries who are, before the National Labor Relations Board or since December 31, 2012 have been, represented by a works council any other Governmental Authority or a labor organization, nor, any current union representation questions involving any current or former Service Provider with respect to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there . There is no material labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Knowledge of the Company’s knowledge, threatened, labor strike, walkout, work stoppage, slowdown threatened against or lockout with respect to employees of affecting the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the The Company and each of its Subsidiaries are is, and have has been since January 1, 2017, in material compliance in all material respects with all applicable local, state, federal WARN and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours of work and the payment of wages has no liabilities or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) other obligations thereunder. Neither the Company and nor any of its Subsidiaries have not received notice of has taken any charge or complaint with respect action that would reasonably be expected to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company cause Parent or any of its Subsidiaries brought by Affiliates to have any material liability or on behalf of any applicant for employment, any current employee or any class of other obligation following 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 relationshipClosing Date under WARN. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither None of 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 who are, Subsidiary the ("Employees") is represented in his or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees her capacity as an employee of the Company or any Subsidiary by any labor organization, and neither the Company nor any Subsidiary has entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of its Subsidiaries. (b) As any Employees. To the knowledge of the date of this AgreementCompany, there is no material pending or, to the Knowledge union organization activity involving any of the CompanyEmployees, pending or threatened. Since December 31, labor strike1995, walkoutor except as set forth in Section 3.11 of the Disclosure Schedule, there has never been union representation involving any of the Employees and there are no picketing, strikes, slowdowns, work stoppagestoppages, slowdown other job actions, lockouts, arbitrations, grievances or lockout with respect to employees other labor disputes involving any of the Company Employees, pending or any of its Subsidiaries. (c) As threatened. Except as disclosed in Section 3.11 of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementDisclosure Schedule, there are no complaints material complaints, charges or lawsuits, pending or, to the Knowledge of the Company, threatened claims against the Company or any Subsidiary pending or, to any of its Subsidiaries their knowledge, threatened which could be brought by or on behalf of filed with any applicant for employmentpublic or governmental authority, any current employee arbitrator or any class of the foregoingcourt based on, arising out of, in connection with, or otherwise relating to any such Laws, the employment or alleging breach of any express or implied contract of employment, wrongful termination of employment or failure to employ by the Company or any other discriminatorySubsidiary of any individual. Except as set forth in Section 3.11 of the Disclosure Schedule, wrongful or tortious conduct the Company and the Subsidiaries are in connection with the employment relationship. (e) The Company is in material compliance with all Laws laws, regulations and orders relating to the confidentialityemployment of labor, securityincluding all such laws, use regulations and treatment 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 employee information and personally identifiable data, except in each case withholding and/or social security taxes. There has been no "mass layoff" or "plant closing" as would not reasonably be expected, individually or in the aggregate, to be material defined by WARN with respect to the Company and its Subsidiaries, taken as a wholeany Subsidiary within the six months prior to the Effective Time.

Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who areSubsidiaries, and (iii) the Company does not have knowledge of any activity or Proceeding of any labor organization (or representative thereof) to 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 labor union, or since December 31other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, 2012 have been, represented by a works council or a labor organization, noror, to the Knowledge knowledge of the Company, are therethreatened, nor since December 31other than such matters that would not reasonably be expected to have, 2012 have there beenindividually or in the aggregate, a Company Material Adverse Effect. (c) There is no strike, concerted slowdown, work stoppage or lockout pending, or, to the knowledge of the Company, threatened, against the Company or any pending activities or proceedings of any labor union to organize its Subsidiaries involving any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since December 31, (i) the Company and each of its Subsidiaries are and 2021 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought 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 such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The Company is , other than any such matters described 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 this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. 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, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Material 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;

Labor Matters. (a) 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 agreement, labor union contract contract, or trade union agreement or work rules, nor are there any (each a “Collective Bargaining Agreement”) which pertains to employees of the Company or any of its Subsidiaries who arethe Subsidiaries. (b) As of the date hereof, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (i) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. ; (bii) As no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries; (iii) there are no strikes, lockouts, slowdowns or work stoppages against the date Company or any of this Agreement, there is no material its Subsidiaries pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout threatened that may interfere with respect to employees the respective business activities of the Company or any of its Subsidiaries. ; (civ) As of the date of this Agreement, there is are no unfair grievances or other labor practice or labor arbitration proceeding disputes pending or, to the Knowledge of the Company, threatened against or involving the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and any of its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, ; and (iiiv) as of the date of this Agreement, there are no unfair labor practice charges, grievances or complaints or lawsuits, pending or, to the Knowledge of the Company, 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 group of the foregoingemployees, relating to any such Lawsin each case, or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct than as would not result in connection with the employment relationshipa Company Material Adverse Effect. (ec) The Company is and its Subsidiaries have complied since January 1, 2015, in compliance all material respects, with all applicable Laws relating 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 confidentiality, security, use and treatment Company or any of employee information and personally identifiable data, except in each case the Subsidiaries within the six (6) months prior to the date hereof. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, 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, 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 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 (other than routine payments to be made in the ordinary course of business consistent with past practice).

Labor Matters. (a) Neither The Group Companies have delivered to the Company nor any SPAC Parties a complete list 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 all employees and individual consultants of each of the Company Group Companies as of April 30, 2023, and, as applicable, their respective (i) name or any 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 its Subsidiaries who areleave and anticipated return date), (v) employing entity, (vi) full-time or since December 31part time status, 2012 have been(vii) job location and (viii) compensation (i.e., represented by a works council current annual base salary, wage rate or a labor organizationfee (as applicable) and current target bonus and commission opportunity, nor, to if any). To the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any all employees of the Company Group Companies are legally permitted to be employed by the Group Companies in the United States. Except as would not reasonably be expected to result in material Liabilities to the Group Companies, no freelancer, consultant or any other contracting party treated as self-employed whose services the Group Companies use or have used can effectively claim the existence of its Subsidiariesan employment relationship with one of the Group Companies. (b) As No Group Company is a party to or bound by any CBA, and no employees of the date 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 (3) years, no labor union or other labor organization, or group of this Agreementemployees of any Group Company, has made a demand for recognition or certification, and there is are no material representation or certification proceedings presently pending or, to the Knowledge of the Company, threatenedthreatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Knowledge of the Company, labor strike, walkout, work stoppage, slowdown there are no ongoing or lockout threatened union organizing activities with respect to employees of any Group Company and, to the Company Knowledge of the Company, no such 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 its Subsidiariesthe Group Companies, in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby. (c) As The Group Companies are and, since the Lookback Date, have 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 date proper classification of this Agreementemployees as exempt employees and nonexempt employees under the Fair Labor Standards Act and applicable state and local Laws), there is 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 unfair labor practice or labor arbitration proceeding 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 Company Group Companies, or its Subsidiaries that would reasonably be expected, individually or in the aggregate, other worker providing services to be material to the Company and its Subsidiaries, taken as a wholeany Group Company. (de) 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 expectedexpected to result in material Liabilities to any Group Company, individually or in since the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeLookback Date, (i) the Company and each of its Subsidiaries are and have been in compliance in the Group Companies has withheld all material respects with all applicable local, state, federal and foreign Laws relating amounts required by Law or by agreement to employment, including, without limitation, Laws relating to discrimination, hours of work and be withheld from the payment of wages or overtime wages, classification of employees salaries and independent contractors, health and safety, layoffs and plant closings and collective bargaining, 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 and its Subsidiaries have not received 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 charge intention to terminate his or complaint 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 relating to them pending before engaged by a Group Company. (i) Since the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementLookback Date, there are no complaints or lawsuitshave not been any Proceedings initiated, pending filed or, to the Knowledge of the Company, threatened against the any Group Company related to sexual harassment, sexual misconduct, other harassment, discrimination, retaliation or any of its Subsidiaries brought material policy violation, by or on behalf against any current or former director, officer, employee, contractor, agent or individual service provider of any applicant for employmentGroup Company, and (ii) 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 material policy violation, by or against any current employee or former director, officer, employee, contractor, agent or individual service provider of such Group Company. The Group Companies do not reasonably expect any class of the foregoing, relating material Liabilities with respect to any such Laws, allegations 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 relationshipProceedings. (ej) The Company is in compliance Group Companies have not experienced any material employment-related Liability with all Laws relating respect 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, to be material to the Company and its Subsidiaries, taken as a wholeCOVID-19.

Labor Matters. (a) 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings subject of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against Action asserting that it has committed an unfair labor practice (within the Company meaning of the National Labor Relations Act or its Subsidiaries that would reasonably be expectedcomparable Applicable Law) or other violation of Applicable Law concerning labor or employment, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except except as would not reasonably be expectedexpected to have a Company Material Adverse Effect, individually or in the aggregate, seeking to be material to compel the Company and or any of its Subsidiaries, taken as a whole, (i) Subsidiaries to bargain with or otherwise recognize any Employee Representative Body. Neither the Company and each nor any of its Subsidiaries are and have been in compliance in all party or otherwise subject to any Collective Bargaining Agreement or subject to any material respects with all applicable localbargaining order, state, federal and foreign Laws injunction or other Order relating to employmentthe Company’s or any of its Subsidiaries’ relationship or dealings with its employees, includingany Employee Representative Body, without limitation, Laws relating to discrimination, hours and no employee of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and or any of its Subsidiaries have not received notice of any charge is represented by an Employee Representative Body. There is no strike, picketing, slowdown, lockout, stoppage or complaint with respect to other job Action or relating to them pending before labor dispute involving the United States Equal Employment Opportunity Commission Company 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, its Subsidiaries pending or, to the Knowledge of the Company, threatened against and there have been no such Actions or disputes in the past five years. To the Knowledge of the Company, in the past five years, there has not been any attempt by employees of the Company or any of its Subsidiaries brought 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 or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is required by Applicable Law or on behalf any Collective Bargaining Agreement to provide any notice to, consult with, or obtain the consent of any applicant for employment, any current employee 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 Employee Representative Body in connection with the employment relationshipexecution of this Agreement or the Merger. (eb) The 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 Except as would not reasonably be expectedexpected to have a Company Material Adverse Effect, individually or in the aggregate, to be material to the Company and its SubsidiariesSubsidiaries are, taken 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 a wholeexempt 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) any current or former officer or director of the Company or any of its Subsidiaries or (ii) any current or former employee of the Company or 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 allegations in (i) or (ii) above.

Labor Matters. Except as set forth in Section 3.20 of the Disclosure Schedule, (a) Neither the Company nor any of its Subsidiaries Seller is or has, since December 31, 2012, been, not a party to any collective bargaining agreement or any 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 trade union agreement or work rulesother unionization activities seeking recognition of a collective bargaining unit which could affect the Business, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreementthere are no controversies, there is no material strikes, slowdowns or work stoppages pending or, to the Knowledge of the CompanySeller, threatenedthreatened between the Seller and any of its employees employed in connection with the Business, labor and the Seller has not experienced any such controversy, strike, walkout, work stoppage, slowdown or lockout with respect to employees of work stoppage within the Company or any of its Subsidiaries. past three years, (c) As 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 date of this AgreementBusiness, and there is are no grievances outstanding against the Seller under any such agreement or contract which could result in any material liability, (d) there are no unfair labor practice or labor arbitration proceeding complaints pending or, to the Knowledge of the Company, threatened against the Company Seller before the National Labor Relations Board or its Subsidiaries that would reasonably be expected, individually or any other Governmental Authority which could result in the aggregate, to be any material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeliability, (ie) the Company and each of its Subsidiaries are and have been Seller is currently in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentthe employment of labor with respect to the Business, includingincluding those related to wages, without limitationhours, Laws relating to discrimination, hours of work collective bargaining and the payment and withholding of wages taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or overtime is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from current and former employees of the Seller employed in connection with the Business and is not liable for any arrears of wages, classification Taxes, penalties or other sums for failure to comply with any of employees and independent contractors, health and safety, layoffs and plant closings and collective bargainingthe foregoing, (iif) the Company Seller has paid in full to all of the current and its Subsidiaries have not received notice former employees of any charge the Seller employed in connection with the Business or complaint adequately accrued for in accordance with GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, (g) there is no material claim with respect to payment of wages, salary or relating to them pending before the United States Equal Employment Opportunity Commission overtime pay that has been asserted 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, now pending or, to the Knowledge of the CompanySeller, threatened against the Company or Seller before any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating Governmental Authority with respect to any such Laws, Persons currently or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct formerly employed by the Seller in connection with the Business, (h) the 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 relationship. (e) The Company is in compliance with all Laws practices relating to the confidentialityBusiness, security, use and treatment (i) there is no charge or proceeding with respect to a material violation of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually any occupational safety or in the aggregatehealth standard that has been asserted or is now pending or, to be material the Knowledge of the Seller, threatened with respect to the Company Seller relating to the Business and its Subsidiaries(j) there is no charge of discrimination in employment or employment practices, taken as a wholefor any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Knowledge of the Seller, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Seller has employed or currently employs any Person in connection with the Business.

Labor Matters. (a) Neither As of the date of this Agreement, no employees of the Company nor or of any of its Subsidiaries is are represented by any labor union or has, since December 31, 2012, been, a party to any collective bargaining agreement organization. As of the date of this Agreement, no labor organization or any labor union contract or trade union agreement or work rules, nor are there any group of employees of the Company or any of its Subsidiaries who arehas made a pending demand for recognition or certification, and there are no representation or since December 31, 2012 have been, represented by certification proceedings or petitions seeking a works council or a labor organization, norrepresentation proceeding presently pending or, to the Knowledge 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 Company, are there, nor since December 31, 2012 have there been, any pending activities date hereof no facts or proceedings event exists that is likely to give rise to a violation of any labor union to organize any employees of Section 4.13 on or before the Company or any of its SubsidiariesEffective Time. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that Except as would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to be 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 Company’s knowledge, threatened with respect to such Law, either by private individuals or by governmental agencies; and its Subsidiaries, taken as a wholeall United States employees are at will. (dc) Except 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 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 expectedexpected to have, individually or in the aggregate, to be a Company Material Adverse Effect. (d) 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 and its SubsidiariesCompany’s knowledge, taken as a wholebeen threatened; no labor strike, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable locallock-out, 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesslowdown, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation work stoppage is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company’s knowledge, threatened against or directly affecting 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 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 relationshipCompany. (e) The All Persons who are or were performing services for the Company is in compliance with all Laws relating 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 confidentiality, security, use Company has fully and treatment of employee information and personally identifiable dataaccurately reported their compensation on IRS Forms 1099 when required to do so, except in each case as where any such failure would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany.

Labor Matters. (a) Neither Section 4.10(a) of the Company nor any of its Subsidiaries Acuren Disclosure Schedule lists all Collective Bargaining Agreements to which an Acuren Entity is or has, since December 31, 2012, been, a party to or bound by and all Collective Bargaining Agreements that pertain to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any of the employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its SubsidiariesAcuren Entity. (b) As of the date of this AgreementSince December 31, 2021, (i) there is has been no material pending actual or, to the Knowledge Acuren’s Knowledge, threatened Labor Disputes against or affecting any Acuren Entity or involving an employee of the CompanyAcuren Entities, threatenedand no such Labor Disputes are pending, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees (ii) none of the Company Acuren Entities or any of its Subsidiaries. (c) As of the date of this Agreement, there is no their employees have committed any unfair labor practice or labor arbitration proceeding pending or, to as defined in the Knowledge National Labor Relations Act in connection with the operation of the Companybusinesses of the Acuren Entities, and (iii) no labor union, trade union, labor organization or group of employees of any Acuren Entity has made a pending demand (orally or in writing) for recognition or certification, and there are no union organizing attempts, card signing activity, representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened against in writing to be brought or filed with the Company National Labor Relations Board or its Subsidiaries that any other labor relations tribunal or authority. Except as has not resulted, and would not reasonably be expectedexpected to result, individually or in the aggregate, in an Acuren Material Adverse Effect, each Acuren Entity (A) is in compliance with any Collective Bargaining Agreement or Law pertaining to labor, employment or employment practices including all Laws regarding worker classification, health and safety, wages and hours, labor relations, employment discrimination, disability rights or benefits, equal opportunity, immigration, worker authorization, plant closures and layoffs, affirmative action, employee leave issues, pay equity, unemployment insurance and workers’ compensation and (B) is not, and has not been since December 31, 2021, a party to any Action alleging a violation of any Collective Bargaining Agreement or Law pertaining to labor, employment or employment practices, nor, to Acuren’s Knowledge, is any such Action pending or threatened. (c) To Acuren’s Knowledge, no Acuren Service Provider is in material violation of any material term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (i) to any Acuren Entity; or (ii) to a former employer of any such Acuren Service Provider, with respect to (A) the right of any such Acuren Service Provider to be material to employed or engaged by an Acuren Entity or (B) the Company and its Subsidiaries, taken as a wholeknowledge or use of trade secrets or proprietary information in connection with such Acuren Service Provider’s employment or engagement by an Acuren Entity. (d) Acuren has made available to NV5 a true and complete list, as of the date hereof, of each employee of the Acuren Entities, including, for each employee, their respective names, titles, business location, employing entity, current annual salary or hourly rate, date of hire, classification as exempt or non-exempt under applicable state or federal overtime Laws, accrued but unused vacation, visa type (if any), and active or inactive status. (e) Each of the Acuren Entities is, and since December 31, 2021 has been, in material compliance, with all federal, state and other Laws respecting labor, employment, and employment practices 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, workers compensation, wage payment, retaliation, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs, terminations, fair labor standards, family and medical leave, sick leave, or any other labor and employment-related matters. There are no material Actions against any of the Acuren Entities pending or to Acuren’s Knowledge, threatened, and there have been no Actions against the Acuren Entities for the three (3)-year period ending on the date of this Agreement, under any Law relating to employees or employment practices or with respect to breaches of any such Law. (f) Within the last three (3) years, none of the Acuren Entities: (i) has been found in violation in any material respect of any Laws relating to employees or other labor-related matters; (ii) is or has been a party to, or otherwise bound by, any material consent decree with, or material citation by, any Governmental Authority relating to current or former employees, officers or directors or employment practices; and (iii) is or has been subject to any material audit or investigation by the National Labor Relations Board, the Equal Employment Opportunity Commission, Occupational Safety and Health Administration, the Department of Labor, U.S. Citizen and Immigration Services, or any comparable Governmental Authority, or subject to material fines, penalties, or assessments associated with such audits or investigations. (g) Except as has not resulted, and would not reasonably be expectedexpected to result, individually or in the aggregate, to be material to the Company and its Subsidiariesin an Acuren Material Adverse Effect, taken as a wholesince December 31, 2021, each Acuren Entity (i) the Company has fully and each of its Subsidiaries are timely paid all earned and have been in compliance in all material respects 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 accrued wages, classification of salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that has come due and payable to their respective current or former employees and independent contractorscontractors under applicable Law, health and safety, layoffs and plant closings and collective bargainingContract or policy, (ii) the Company and its Subsidiaries have has not received notice incurred any liability as a result of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent misclassification of any Governmental Entity responsible for the enforcement of laborPerson as an independent contractor rather than as an employee or as “exempt” or “nonexempt” from wages, employment, wages hourly and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresswithholding requirements under applicable Law, and (iii) as to Acuren’s Knowledge, is not delinquent in payments to any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid under applicable Law, Contract or policy. (h) Since December 31, 2021, none of the date of this AgreementAcuren Entities has conducted any “mass layoff” or “plant closing” (each as defined under the WARN Act or any similar applicable state Law). Since December 31, 2021, there are have been no complaints layoffs, furloughs or lawsuits, pending or, to the Knowledge salary or wage reductions by any of the Company, threatened against Acuren Entities that triggered a requirement to provide notice under the Company WARN Act or any of its Subsidiaries similar applicable state law. (i) In the last three (3) years, there has been no formal material allegation brought (internally or otherwise) by any current or on behalf of former employee of, or any current or former independent contractor or consultant to, the Acuren Entities, or by any applicant for employmentemployment with the Acuren Entities, any current that an officer, director, or management employee or any class of the foregoingAcuren Entities has engaged in sexual harassment, relating to any such Lawsemployment discrimination, or alleging breach misconduct. (j) All employees of the Acuren Entities employed in the United States are: (i) United States citizens or lawful permanent residents of the United States; (ii) aliens whose right to work in the United States is unrestricted; or (iii) aliens who have valid, unexpired work authorizations issued by the United States government. Since December 31, 2021, the Acuren Entities have not been the subject of an immigration compliance or employment visit from, been assessed any material fine or penalty by, or been the subject of any express material order or implied contract directive of, the United States Department of employmentLabor, wrongful termination the United States Department of employment Justice, the United States Department of Homeland Security, the U.S. Citizen and Immigration Services, or any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipsimilar Governmental Authority. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining or similar agreement or with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (bii) As of the date of this Agreement, there is no material pending orunion representation petition filed with the National Labor Relations Board or any other Governmental Entity, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries, and (iii) to the Knowledge of the Company, there is no labor organizing activity by any labor union or labor organization (or representative thereof) to organize employees of the Company or its Subsidiaries. (cb) As of the date of this Agreement, there There is no unfair labor practice charge or labor arbitration complaint or any other material complaint, material litigation or material judicial or administrative proceeding pending before the National Labor Relations Board or any other Governmental Entity, in each case, involving any employees of the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, threatened threatened. (c) There is no strike, slowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries that by or involving any employees of the Company or any of its Subsidiaries, other than as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2020 have been been, in compliance in all material respects with all applicable localLaws respecting employment and employment practices. Neither the Company nor any of its Subsidiaries is a party to, stateor otherwise bound by, federal and foreign Laws any consent decree with, or citation by any Governmental Entity relating to employmentits 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, 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint maintain accurate and complete Form I-9s with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible each of their former employees (for the prevention of unlawful time period required by applicable Law) and current employees in accordance with applicable Laws concerning immigration and employment practices, or notice of eligibility verification obligations. (e) In the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and last three (iii3) as of the date of this Agreement, there are no complaints or lawsuits, pending or, years: (i) to the Knowledge of the Company, threatened no material allegations of sexual harassment have been made by any current or former employee of the Company against any current or former officer or director of the Company or its Subsidiaries; and (ii) neither the Company nor any of its Subsidiaries have been in involved in any material Proceedings, or entered into any material settlement agreements, related to allegations of sexual harassment or sexual misconduct by any current or former officer or director of 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 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 relationshipSubsidiaries. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Except as has not had, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries are, and since January 1, 2018 have been, in material compliance with all Applicable Laws relating to labor and employment matters, 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, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes. (b) Neither the Company Parent nor any of its Subsidiaries is is, or hasfrom January 1, since December 31, 2012, 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 labor union contract or trade union other similar agreement or work rules, nor are there with any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norlabor union or other employee representative, and, to Parent’s knowledge, from January 1, 2018 through the Knowledge date of the Companythis Agreement, are therethere has not been any organizational campaign, nor since December 31card solicitation, 2012 have there beenpetition or other unionization or similar activity seeking recognition of a collective bargaining or similar unit relating to any director, any pending activities officer, or proceedings employee of any labor union to organize any employees of the Company Parent or any of its Subsidiaries. (b) As . Except as has not had, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, (i) there is are no material Unfair Labor Practice (as defined in the National Labors Relations Act) complaints pending or, to Parent’s knowledge, threatened against Parent or any of its Subsidiaries before the Knowledge 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 CompanyParent or any of its Subsidiaries with respect to Parent or its Subsidiaries, threatenedand (ii) since January 1, 2018 there has not been, and there is, no labor strike, walkoutslowdown, work stoppage, slowdown picketing, interruption of work or lockout with respect pending or, to employees of the Company Parent’s knowledge, threatened against or affecting Parent or any of its Subsidiaries. (c) As Since January 1, 2018, Parent and its Subsidiaries have not entered into any agreement with any works council, labor union, or similar labor organization that would require Parent to obtain the consent of, or provide advance notice, to such works council, labor union or similar labor organization of the date of transactions contemplated by this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expectedTo Parent’s knowledge, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholelast three (3) years, (i) the Company and each no material allegations of sexual harassment have been made against any officer of Parent or any of its Subsidiaries are Subsidiaries, and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company Parent and its Subsidiaries have not received notice entered into any settlement agreements related to allegations of any charge sexual harassment or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention misconduct by an officer of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company Parent 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 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 relationshipSubsidiaries. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) No labor strike, work slowdown, work stoppage, lockout or other concerted labor action or dispute involving the employees of Amneal or any of its Subsidiaries is pending, or to the Knowledge of Amneal, threatened against or affecting Amneal or any of its Subsidiaries and, since January 1, 2014, there has not been any such action. Neither the Company Amneal nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining or similar agreement with any labor organization or any work rules or practices agreed to with any labor union contract or trade union agreement or work rules, nor are there any organization applicable to employees of the Company Amneal or any of its Subsidiaries who are(each such agreement, an “Amneal Labor Agreement”), and no collective bargaining or since December 31, 2012 have been, represented similar agreement is currently being negotiated by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company Amneal or any of its Subsidiaries. (b) As . The execution and delivery of this Agreement and the consummation of the date of this AgreementTransactions, there is no material pending oreither alone or in combination with another event, will not entitle any third party (including any labor organization or Governmental Authority) to the Knowledge any payments under any of the CompanyAmneal Labor Agreements, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees and each of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or Amneal and its Subsidiaries that are in compliance in all material respect with their obligations pursuant to all notification and bargaining obligations arising under any Amneal Labor Agreements. Except as has not had or would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiariesan Amneal Material Adverse Effect, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company Amneal and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressis, and (iii) as of the date of this Agreementhas been since January 1, there are no complaints or lawsuits2014, pending or, to the Knowledge of the Company, 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 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 is in compliance with all applicable Laws relating to the confidentialityrespecting labor, securityemployment and employment practices, use terms and treatment conditions of employee information employment, health and personally identifiable datasafety and wages and hours. Neither Amneal, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and nor any of its Subsidiaries, taken as a wholehas incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “WARN Act”) or any similar state or local Law that remains unsatisfied.

Labor Matters. (a) Except as has not had and would not reasonably be expected to have, 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 is, or hassince January 1, since December 31, 2012, 2017 has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any labor union contract or trade union other similar agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this AgreementSubsidiaries with any labor organization, there is no unfair labor practice union or labor arbitration proceeding pending orother employee representative, and, to the Knowledge 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 the Companya collective bargaining or similar unit relating to any director, threatened against officer or employee of the Company or any of its Subsidiaries that Subsidiaries. Except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no unfair labor practice complaints or lawsuits, pending or, to the Knowledge of the Company’s knowledge, 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 before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatoryGovernmental Authority or any current union representation questions involving any director, wrongful officer, or tortious conduct in connection employee (including any former director, officer, or employee) of the Company or any of its Subsidiaries with the employment relationship. (e) The 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, to be material respect to the Company and or its Subsidiaries, taken as a wholeand (ii) there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries.

Labor Matters. (a) Neither There are no agreements with, or pending petitions for recognition of, a labor union or association as the Company nor exclusive bargaining agent for 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 the employees of the Company such Party or any of its Subsidiaries who are, and there are no representation or since December 31, 2012 have been, represented by certification proceedings or petitions seeking a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material representation proceeding presently pending or, to the Knowledge of such Party, threatened to be brought or filed with the CompanyNational Labor Relations Board or any other comparable foreign, threatened, state or local labor strike, walkoutrelations tribunal or authority. There are no labor strikes, work stoppagestoppages, slowdown slowdowns, lockouts, or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreementother material labor disputes, there is no unfair labor practice or labor arbitration proceeding other than routine grievance matters, now pending or, to the Knowledge of the Companysuch Party, threatened against the Company or its Subsidiaries that would reasonably be expected, individually involving such Party or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each any of its Subsidiaries are or former Subsidiaries, and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries there have not received notice of been any charge such labor strikes, work stoppages, slowdown or complaint lockouts, other than routine grievance matters, with respect to or relating to them pending before the United States Equal Employment Opportunity Commission such Party or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of its Subsidiaries at any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and time within three (iii3) as years of the date of this Agreement. (b) Neither such Party nor any of its Subsidiaries is currently or at any time since January 1, 2014 has been a party to, 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 no complaints or complaints, lawsuits, arbitrations, administrative proceedings or other proceedings of any nature pending or, to the Knowledge of the Companysuch Party, threatened against the Company such Party 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 foregoingGovernmental Entity, relating to any such LawsLaw, 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. (ec) The Company To the Knowledge of such Party, no employee, independent contractor, officer or director of such Party or any of its Subsidiaries is in compliance with all Laws relating to the a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, securitynoncompetition or proprietary rights agreement, use between such individual and treatment any other Person that in any way adversely affects or will affect (i) the performance of employee information and personally identifiable datahis duties as an employee, except in each case as would not reasonably be expectedindependent contractor, individually officer or in director of any of the aggregateParties or their Subsidiaries, or (ii) the ability of any of the Parties or any of their Subsidiaries to be material conduct its business. No officer or director of such Party or any of its Subsidiaries has communicated to the Company and such Party or any of its Subsidiaries, taken 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 wholeresult 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 by such Party or Subsidiary, as applicable, as having the status of an independent contractor or other non-employee 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) 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 who aresubject to, or since December 31is currently negotiating in connection with entering into, 2012 have beenany Collective Bargaining Agreement, represented by a works council or a labor organization, norand, to the Knowledge of the Company, are there, nor since December 31, 2012 have there beenno current Company Employee is covered by, any pending activities Collective Bargaining Agreement in his or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to her capacity as such. To the Knowledge of the Company, threatenedthere has not been any organizational campaign, labor strike, walkout, work stoppage, slowdown petition or lockout with respect to employees other unionization activity seeking recognition of the a collective bargaining unit representing any Company Employee in his or any of its Subsidiariesher capacity as such. (cb) As of the date of this Agreement, there is There are no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatoryGovernmental Authority involving Company Employees. There is no, wrongful and there has not been since September 23, 2021 any, material labor strike, slowdown, stoppage, picketing, interruption of work or tortious conduct in connection with lockout pending or, to the employment relationshipKnowledge of the Company, threatened against the Company or any of its Subsidiaries. (ec) No consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is reasonably expected to be required for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby. (d) The Company is and its Subsidiaries are, and have been since September 23, 2021, in compliance with all Applicable Laws relating to the confidentialitylabor 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, use workers compensation, continuation coverage under group health plans, wage payment, the payment and treatment withholding of employee information and personally identifiable dataTaxes, except in each case as for failures to comply that have not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to be cause Parent or any of its Affiliates to have any material liability or other material obligation following the Closing Date under WARN. (e) Since September 23, 2021, (i) there has not been any Action commenced relating to, or any allegation by any Service Provider of or relating to, sex-based discrimination, sexual harassment or sexual misconduct against any Key Employee in such person’s capacity as such, and, to the Knowledge of the Company, no such Action has been threatened and (ii) there have not been any settlement agreements or similar out-of-court pre-litigation agreements resolving such matters. (f) As of the date of this Agreement, no Key Employee has provided written notice to the Company or any of its Subsidiaries of his or her intention to resign or retire from employment with the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or otherwise within one year after the anticipated Closing Date. (g) Section 4.20(g)(1) of the Company Disclosure Schedule sets forth a list, as of the date of this Agreement and redacted to the extent required by Applicable Law, containing, for each Company Employee, such employee’s name, employer, title, hire date, location, full- or part-time status, leave of absence status (and, if on leave, the nature of the leave and the expected return date to active employment, if any), whether classified as exempt under the Fair Labor Standards Act, current annual salary or wage rate, and current target annual bonus opportunity. Section 4.20(g)(2) of the Company Disclosure Schedule sets forth a list, as of the date of this Agreement and redacted to the extent required by Applicable Law, containing, for each independent contractor who is an individual currently engaged by the Company or any of its Subsidiaries and who received aggregate payments from the Company and its SubsidiariesSubsidiaries for the fiscal year ended December 31, taken as a whole2022, or is reasonably expected to receive aggregate payments from the Company and its Subsidiaries for the fiscal year ending December 31, 2023, in excess of $100,000, such contractor’s name, required termination notice period, if any, and rate of compensation.

Labor Matters. (a) There are no strikes or other labor disputes against Company or any of its Subsidiaries pending or, to Company's or its Subsidiaries' knowledge, threatened. All material payments due from Company and each of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of Company or such Subsidiary. There is no organizing activity involving Company or any of its Subsidiaries pending or, to Company's or its Subsidiaries' knowledge, threatened by any labor union or group of employees. There are no representation proceedings pending or, to Company's or its Subsidiaries' knowledge, threatened with the National Labor Relations Board, and no labor organization or group of employees of Company or its Subsidiaries has made a pending demand for recognition. There are no complaints or charges against Company or any of its Subsidiaries pending or, to Company's or its Subsidiaries' knowledge, threatened to be filed with any federal, state, local or foreign court, governmental agency or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment by Company or any of its Subsidiaries of any individual, except for such complaints or charges which would not be expected to have a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is is, or has, since December 31, 2012, beenduring the five years preceding the date hereof was, a party to any labor or collective bargaining agreement agreement, and there are no labor 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect collective bargaining agreements which pertain to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries are in compliance, in all material respects, with all laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, WARN, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax, except for such non-compliance which would not be expected to have not received notice of any charge a Material Adverse Effect. There has been no "mass layoff" or complaint "plant closing" as defined by WARN with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a wholeSubsidiaries within the six (6) months prior to the Closing Date.

Labor Matters. (a) 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) neither the Company and each nor any of its Subsidiaries is, or since January 1, 2023 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 Company’s knowledge there are and have been in compliance in all material respects with all applicable localno threatened, stateorganizational campaigns, federal and foreign Laws card solicitations, petition or other unionization activity seeking recognition of a collective bargaining unit relating to employmentany current or former Company Service Provider. Except as has not had and would not reasonably be expected to have, includingindividually or in the aggregate, 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 and collective bargaining, (ii) the a Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementMaterial Adverse Effect, there are no unfair labor practice complaints or lawsuits, pending or, to the Knowledge of the Company’s knowledge, 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 before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatory, wrongful Governmental Authority or tortious conduct in connection any current union representation questions involving any current or former Company Service Provider with the employment relationship. (e) The Company is in compliance with all Laws relating respect to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case Company or its Subsidiaries. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, there is no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries. (b) Since January 1, 2023, (i), no allegations of sexual harassment or other sexual misconduct have been made against any employee of the Company with the title of executive director or above through the Company’s anonymous employee hotline or any formal human resources communication channels at the Company, and (ii) there are no Actions pending or, to the Company’s knowledge, threatened related to any allegations of sexual harassment or other sexual misconduct by any employee of the Company with the title of executive director or above. Since January 1, 2023, neither the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by any employee of the Company with the title of executive director or above. (c) The Company and each of its Subsidiaries is, and has been since January 1, 2023, in material compliance with WARN and has no liabilities or other obligations thereunder. Neither the Company nor any of its Subsidiaries has taken any action that would reasonably be expected to cause Parent or any of its Affiliates to have any material liability or other obligation following the Closing Date under WARN.

Labor Matters. (a) Neither Section 4.16(a) of the Company Disclosure Schedule lists each employee of the Company and each of the Subsidiaries as of February 9, 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, there are no pending or, to the knowledge of the Company, threatened strikes, lockouts, work stoppages or slowdowns involving the employees of the Company or any of its Subsidiaries. (c) As of the date hereof, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to to, or bound by, any collective bargaining agreement, contract or other agreement or any understanding with a labor union contract or trade union agreement or work ruleslabor organization, nor to the knowledge of Company, are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (bd) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there There is no unfair labor practice or labor arbitration proceeding pending for which the Company has received notice or, to the Knowledge knowledge of the Company, overtly threatened in writing against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Subsidiaries. (e) The Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentthe 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 any Subsidiary, except such noncompliance as would not be material to the Company and its Subsidiaries. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, 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 Company. There is no claim of discrimination in employment or reemployment practices, for any reason, including, without limitation, Laws relating to discriminationage, hours of work and the payment of wages gender, race, religion, or overtime wagesother legally protected category, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge which remains unresolved or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission Commission, or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent of in any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is jurisdiction in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against which the Company or any of its Subsidiaries brought by Subsidiary has employed or on behalf of employ any applicant for employment, any current employee 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 relationshipperson. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any material collective bargaining agreement or Contract with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norworks council, to 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 thereno (and since January 29, nor since December 312018, 2012 have there been, any pending has not been any) ongoing or threatened union organization or decertification activities or proceedings of any labor union relating to organize any employees of the Company or any of its Subsidiaries. (b) As , and as of the date of this AgreementAgreement no demand for recognition as the exclusive bargaining representative of any employees is pending by or on behalf of any labor organization, there works council, trade union or other employee representative. There is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened strike, lockout, work stoppage or other material labor disputes against or involving the Company or any of its Subsidiaries that would reasonably be expected, individually or expected to interfere in any material respect with the aggregate, to be material to respective business activities of the Company and or any of its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there . There are no complaints or lawsuits, unfair labor practice charges pending or, to the Knowledge of the Company, 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 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 is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable dataSubsidiaries, except in each case for such matters as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company Material Adverse Effect. (b) The Company and its SubsidiariesSubsidiaries are in compliance with, taken 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, a wholeCompany 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 are no proceedings pending or, to the Company’s Knowledge, threatened related to any allegations of sexual harassment, sexual misconduct or discrimination by any Covered Person, and (iii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment, sexual misconduct or discrimination by any Covered Person.

Labor Matters. (a) Neither Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company nor any of and its Subsidiaries is or hasare and have been since October 3, since December 312010, 2012in 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 been, a party and as of the date of this Agreement there is not pending or, to the knowledge of the Company, threatened, any collective bargaining agreement material labor dispute, work stoppage, labor strike or any labor union contract or trade union agreement or work rules, nor are there any employees of lockout against the Company or any of its Subsidiaries who are, or since December 31, 2012 by employees that would be reasonably expected to have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its SubsidiariesMaterial Adverse Effect. (b) As of the date of this Agreement, there is hereof no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees employee of the Company or any of its Subsidiaries. (c) Subsidiaries is covered by an effective or pending collective bargaining agreement or similar labor agreement. As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending orhereof, to the Knowledge knowledge of the Company, threatened against there has not been any activity on behalf of any labor organization or employee group to organize any such employees. As of the Company or its Subsidiaries that would reasonably be expecteddate hereof, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except except as would not reasonably be expected, individually or in the aggregate, expected to be material to the have a Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementMaterial Adverse Effect, there are no (i) material unfair labor practice charges or complaints or lawsuits, pending or, to the Knowledge of the Company, 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 pending before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatorylabor relations tribunal or authority and, wrongful to the knowledge of the Company, no such representations, claims or tortious conduct in connection with petitions are threatened, (ii) representation claims or petitions pending before the employment relationshipNational 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. (ec) The Company is in compliance with all Laws relating has posted to the confidentialityelectronic dataroom maintained by the Company for purposes of the transactions contemplated by this Agreement a true, security, use complete and treatment correct list of the following information for each employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to of the Company and each of its SubsidiariesSubsidiaries with the title vice president or above (collectively, taken the “Key Employees”) as a wholeof the Business Day immediately preceding the date hereof: name; employing entity; job title; primary work location; current compensation rate; target or expected bonus; and the Company’s or its Subsidiary’s classification of such employee as exempt or not exempt from applicable minimum wage and overtime Laws.

Labor Matters. (a) 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 Subsidiary of the Company or any of its Subsidiaries who areis a party to, or since December 31is bound by, 2012 any Collective Bargaining Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have beena Material Adverse Effect, represented by a works council or a labor organization, nor, (i) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. 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, (bii) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened strike, lockout, slowdown, walk-out, picketing, work stoppage or concerted refusal to work overtime or other similar labor activity or dispute by or with respect to the employees of the Company or any of its Subsidiaries, (iii) there is no unfair labor practice charge or complaint against the Company pending or, to the Knowledge of the Company, threatened, before the National Labor Relations Board and (iv) there are no pending or, to the Knowledge of the Company, threatened, labor strikeunion grievances against the Company. (b) Since the Applicable Date, walkout(i) the Company has been in compliance with all applicable Laws pertaining to employment and employment practices, work stoppageemployment standards, slowdown or lockout with respect including employment of minors, employment discrimination, health and safety, labor relations, withholding, wages and hours, workplace safety and insurance and/or pay equity, to the extent they relate to employees of the Company; (ii) the Company or any of its Subsidiaries. (c) As has not received written notice of the date intent of this Agreement, there is no unfair any Governmental Authority responsible for the enforcement of labor practice or labor arbitration proceeding pending oremployment laws to conduct an audit or investigation of the Company that has not been completed and, to the Knowledge of the Company, threatened against no such audit or investigation is in progress; (iii) 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 its Subsidiaries 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 all 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 reasonably be expectednot, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, expected to be material to the Company and its Subsidiaries, taken as have a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 relationshipMaterial Adverse Effect. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, has been since December 31, 2012, been, the Company Applicable Date a party to or bound by any collective bargaining agreement or any labor union contract or trade union agreement or work rulesLabor Agreement with, nor are there any employees and no employee of the Company or any of its Subsidiaries who areis represented by, any labor union, works council, or since December 31, 2012 have been, represented by a works council or a other labor organization, nor. There is no pending or, to the Knowledge knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor threatened union to organize any representation petition involving employees of the Company or any of its 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 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 Except as would not reasonably be expected to have, individually or in the date of this Agreementaggregate, a Company Material Adverse Effect, there is no material pending unfair labor practice, charge or grievance arising out of a Labor Agreement or any other labor-related Proceeding against the Company or 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, labor strike, walkout, work stoppage, slowdown against or lockout with respect to employees of involving the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Company Material Adverse Effect, the Company and its SubsidiariesSubsidiaries are, taken as a whole, (i) and since the Company and each of its Subsidiaries are and Applicable Date have been been, in compliance in all material respects with all applicable localLaws respecting labor, state, federal employment and foreign Laws relating to employment, employment practices including, without limitation, all such Laws relating to discrimination, hours respecting terms and conditions of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours hours, worker classification, discrimination, retaliation, harassment, workers’ compensation, immigration, recordkeeping, family and medical leave and occupational safety, COVID-19, whistleblowing, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave issues, affirmative action, Office of workFederal Contract Compliance Programs regulations, child labor, immigrationunemployment insurance, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressrequirements, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought 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 such of the foregoing applicable Laws, or alleging breach of any express or implied contract Contract of employment. Since the Company Applicable Date, wrongful termination neither the Company nor any of employment its Subsidiaries has received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any other discriminatory, wrongful Governmental Entity responsible for the enforcement of labor or tortious employment Laws to conduct in connection an investigation with the employment relationship. (e) The Company is in compliance with all Laws relating respect to the confidentiality, security, use and treatment Company or any of employee information and personally identifiable data, except in each case as its Subsidiaries which would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Company Material Adverse Effect. (e) Since the Company Applicable Date, the Company and its SubsidiariesSubsidiaries 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 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 wholeresult of COVID-19. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have not experienced any material employment-related liability with respect to COVID-19.

Labor Matters. (a) (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other similar agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who areSubsidiaries, and (iii) the Company does not have Knowledge of any activity or Proceeding of any labor organization (or representative thereof) to 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 labor union, or since December 31other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, 2012 have been, represented by a works council or a labor organization, noror, to the Knowledge of the Company, are therethreatened. (c) There is no material strike, nor since December 31concerted slowdown, 2012 have there beenwork stoppage or lockout pending, or, to the Knowledge of the Company, threatened, against the Company or any pending activities or proceedings of any labor union to organize its Subsidiaries involving any employees of the Company or any of its Subsidiaries. (bd) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a whole. (d) Except as would not reasonably be expectedand since December 31, individually or in the aggregate2021 have been, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal Laws respecting employment 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought 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 such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The . Since December 31, 2021, neither the Company is in compliance nor any of its Subsidiaries has received any written 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 with all Laws relating respect to the confidentiality, security, use and treatment Company or any of employee information and personally identifiable data, except in each case as its Subsidiaries which would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material 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, threatened related to allegations of sexual harassment or sexual misconduct by any current or former officer, director or employee of the Company or any of its Subsidiaries. Since December 31, 2021, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, 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 current or former officer, director or employee of the Company or any of its Subsidiaries.

Labor Matters. (a) Neither Except as set forth on Section 3.12(a) of the Company nor any of its Subsidiaries Disclosure Letter, no Acquired Company is or has, since December 31, 2012, been, a party to to, or is bound by, any collective bargaining agreement or similar agreement with any labor union contract union, labor organization or trade union works council, and no Acquired Company has been a party to or bound by any such agreement or work rules, nor are there any employees of within the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiarieslast three years. (b) As Since January 1, 2020, there has been no: (i) to the knowledge of the date Company, organizational activity (including without limitation any petition or demand for recognition or election) or threat thereof by or with respect to any employees of this Agreementany of the Acquired Companies, there is no material pending or (ii) strike, picketing, work stoppage or lockout, or, to the Knowledge knowledge of the Company, threatenedthreat thereof, labor strike, walkout, work stoppage, slowdown by or lockout with respect to any employees of the Company or any of its Subsidiariesthe Acquired Companies, whether engaged in collective action or not. (c) As Each Acquired Company has 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 international (“WARN”), and are not liable for any arrears of wages or any Taxes or penalties for failure to comply with any of the date of this Agreementforegoing, there is no unfair labor practice or labor arbitration proceeding pending orexcept as has not had, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that and would reasonably be expectednot, individually or in the aggregate, reasonably be expected to be result in material liability to the Company and its SubsidiariesAcquired Companies, taken as a whole. (d) Except as would There is no, and within the past three years there has not reasonably be expectedbeen any, Action pending or, to the knowledge of the Company, threatened by or on behalf of any employee or independent contractor or group of employees or independent contractors (in each case, current or former) of any of the 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 other Action before or under the jurisdiction of the Office of Federal Contract Compliance Programs, the National Labor Relations Board, the Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the U.S. or any State Department of Labor, or any other Governmental Entity, in each case except as, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have has not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresshad, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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 expectednot, individually or in the aggregate, reasonably be expected to be result in material liability to the Company and its SubsidiariesAcquired Companies, taken as a whole. (e) Without limiting the generality of the foregoing, each employee of an Acquired Company who works in the United States or any non-U.S. jurisdiction 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) Section 3.12(f) of the Company Disclosure Letter sets forth an approximate headcount as of the date of this Agreement of all of the employees of the Acquired Companies by jurisdiction.

Labor Matters. (a) (i) Neither the Company nor any of its the Company Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or other agreement with, and no employee of the Company or any of the Company Subsidiaries or any Executive Employee, Company-Related Employee, or any other employee of Artemis Sponsor or its Affiliates who provides services to the Company or any of the Company Subsidiaries (such other employees, the “Company Support Employees”) is represented by, any labor union, works council or other similar representative of employees, (ii) there is no pending or, to the Company’s Knowledge, threatened union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who arethe Company Subsidiaries, any Executive Employees, any Company-Related Employees, or any Company Support Employees, and (iii) to the Company’s Knowledge, since December 31the Applicable Date, 2012 have there has been no activity or Proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees. (b) There is, and since the Applicable Date there has been, represented by a works council no strike, labor dispute, slowdown, work stoppage, or a lockout, or other labor organizationdisturbance pending, noror, to the Knowledge of Company’s Knowledge, threatened, against or involving (i) the Company or the Company Subsidiaries or (ii) the Executive Employees, the Company, are there, nor since December 31, 2012 have there been, any pending activities -Related Employees or proceedings of any labor union the Company Support Employees with respect to organize any employees of their services to the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this AgreementExcept as has not had, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that and would reasonably be expectednot have, individually or in the aggregate, to be material to a Company Material Adverse Effect, the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Subsidiaries are, and its Subsidiariessince January 1, taken as a whole2019 have been, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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 respecting labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressemployment practices, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, material Proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries brought the Company Subsidiaries, by or on behalf of any applicant for employment, any current employee or former employee, or any class of the foregoing, relating to any such of the foregoing applicable 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 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 . Except as would not reasonably be expectedhave, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of the Company Subsidiaries is in receipt of a written notice issued by a Governmental Entity that alleges a current material violation by the Company or any of the Company Subsidiaries of any applicable Law respecting labor, employment or employment practices. (d) Except as has not had, and would not have, individually or in the aggregate, a Company Material Adverse Effect, the employment of the Executive Employees, Company-Related Employees and the Company Support Employees is, and since January 1, 2019 has been, in compliance with all applicable Laws respecting labor, employment, and employment practices, and there are no material Proceedings pending or, to be material the Company’s Knowledge, threatened by or on behalf of any Executive Employees, Company-Related Employees or Company Support Employees, relating to any of the foregoing applicable Laws with respect to services provided to the Company or any of the Company Subsidiaries. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither Artemis Sponsor nor any of its Affiliates is in receipt of a written notice issued by a Governmental Entity that alleges a current material violation by Artemis Sponsor or any of its Affiliates of any applicable Law respecting labor, employment, or employment practices. (e) The Executive Employees, Company-Related Employees and the Company Support Employees represent the entirety of the employees of Artemis Sponsor or any of its Subsidiaries, taken as a wholeAffiliates whose employment involves providing services with respect to the Company or the Company Subsidiaries (excluding the Company JVs).

Labor Matters. (a) Neither the The Company nor any has previously made available to Parent correct and complete copies of its Subsidiaries is or has, since December 31, 2012, been, a party to any all labor and collective bargaining agreement agreements, Contracts or any other agreements or understandings with a labor union contract or trade union agreement or work rules, nor are there any employees of labor organization to which the Company or any of its Subsidiaries who areis party or by which any of them are otherwise bound (collectively, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the “Company Labor Agreements”). To the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending activities or proceedings no organizational efforts with respect to the formation of any labor union to organize any a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that . Except as would reasonably be expectednot, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, : (i) neither the Company and each nor any of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours is the subject of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) any Action that asserts that the Company and or any of its Subsidiaries have not received notice of has committed an unfair labor practice or that seeks to compel it to bargain with any charge labor union or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practiceslabor organization, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation nor is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against threatened, nor has there been for the past five years, any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries, (ii) the consummation of the Merger and the other transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the Company Labor Agreements, (iii) the Company and each of its Subsidiaries is in compliance in all respects 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, affirmative action, employee privacy, plant closings, immigration and wages and hours, (iv) neither the Company nor any of its Subsidiaries is delinquent in any payments (other than isolated de minimus amounts) to any of their respective employees or former employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for the Company or any of its Subsidiaries, (v) neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied and (vi) no individual who has performed services for the Company or any of its Subsidiaries brought by has been improperly excluded from participation in any Benefit Plan, and neither the Company nor any of its Subsidiaries has any direct or on behalf indirect liability, whether actual or contingent, with respect to any misclassification of any applicant for employmentperson as an independent contractor rather than as an employee, with respect to any current misclassification of any employee as exempt versus non-exempt, or with respect to any class employee leased from another employer. As of the foregoingdate hereof, relating to any such Lawsthe Knowledge of the Company, or alleging breach no current executive has given notice of any express or implied contract of employment, wrongful termination of employment with the Company or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither As of the date of this Agreement and in the preceding three (3) years, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to any collective bargaining agreement or other agreement or work rules or practices with any labor union contract or trade union agreement or work rulessimilar representatives of employees, nor are (ii) there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, noris and has been no pending or, to the Knowledge knowledge of the Company, are therethreatened, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any representation petition involving employees of the Company 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 AgreementAgreement and in the preceding three (3) years, there is and has been no material pending unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened, labor strikeother than such matters that have not had and would not reasonably be expected to have, walkoutindividually or in the aggregate, work stoppage, slowdown or lockout with respect to employees of the a Company or any of its SubsidiariesMaterial Adverse Effect. (c) As of the date of this AgreementAgreement and in the preceding three (3) years, there is and has been no unfair labor practice strike, dispute, slowdown, work stoppage or labor arbitration proceeding pending lockout pending, or, to the Knowledge knowledge of the Company, threatened threatened, against or involving the Company or any of its Subsidiaries Subsidiaries, other than such matters that have not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2015 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment and foreign employment or labor practices (including all applicable 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of workhours, 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 occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresssocial security), and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current employee or former employee, current or former independent contractor or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employmentemployment 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. (e) The Company is , other than any such matters described in compliance with all Laws relating to the confidentiality, security, use this sentence that have not had and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2016, 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, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to be material conduct investigation or been subject to such an investigation, in each case, with respect to the Company and or any of its SubsidiariesSubsidiaries which has had or would reasonably be expected to have, taken as individually or in the aggregate, a wholeCompany Material Adverse Effect.

Labor Matters. (a) Neither As of the date of this Agreement and in the preceding three (3) years, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to any collective bargaining agreement or other agreement or work rules or practices with any labor union contract or trade union agreement or work rulessimilar representatives of employees, nor are (ii) there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, noris and has been no pending or, to the Knowledge knowledge of the Company, are therethreatened, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any representation petition involving employees of the Company 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 AgreementAgreement and in the preceding (3) years, there is and has been no material pending unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance Proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened, labor strikeother than such matters have not had and would not reasonably be expected to have, walkoutindividually or in the aggregate, work stoppage, slowdown or lockout with respect to employees of the a Company or any of its SubsidiariesMaterial Adverse Effect. (c) As of the date of this AgreementAgreement and in the preceding three (3) years, there is and has been no unfair labor practice strike, dispute, slowdown, work stoppage or labor arbitration proceeding pending lockout pending, or, to the Knowledge knowledge of the Company, threatened threatened, against or involving the Company or any of its Subsidiaries Subsidiaries, other than such matters that have not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2017 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The Company is , other than any such matters described 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 this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect. 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, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to be material conduct investigation, with respect to the Company and or any of its SubsidiariesSubsidiaries which would reasonably be expected to have, taken as individually or in the aggregate, a wholeCompany Material Adverse Effect.

Labor Matters. (a) Except as has not had or would not reasonably be expected to have, 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 is, or hassince January 1, since December 31, 2012, 2018 has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any labor union contract or trade union agreement or work rulesCollective Bargaining Agreement, nor are and there any employees have not been any, and to the knowledge of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strikeorganizational campaigns, walkoutcard solicitations, work stoppage, slowdown petition or lockout with respect other unionization activity seeking recognition of a collective bargaining unit relating to employees of the any Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that Service Provider. Except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the a Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this AgreementMaterial Adverse Effect, there are no unfair labor practice complaints or lawsuits, pending or, to the Knowledge knowledge of the Company, 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 before the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment National Labor Relations Board or any other discriminatoryGovernmental 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, wrongful slowdown, stoppage, picketing, interruption of work or tortious conduct in connection with lockout pending or, to the employment relationshipknowledge 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 to enter into this Agreement or to consummate any of the Transactions. (ed) The Company is and each of its Subsidiaries is, and has been since January 1, 2018, in material compliance with all Laws relating to WARN and has no material liabilities or other obligations thereunder. Neither the confidentiality, security, use and treatment Company nor any of employee information and personally identifiable data, except in each case as its Subsidiaries has taken any action that would not reasonably be expected, individually expected to cause Parent or in any of its Affiliates or the aggregate, Surviving Corporation or its Affiliates to be have any material to liability or other obligation following the Company and its Subsidiaries, taken as a wholeClosing Date under WARN.

Labor Matters. (a) Neither Except as set forth on Schedule 5.11(a) to the Company Parent Disclosure Letter, from January 1, 2020 to the present, neither Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, 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 Parent, there is no pending union contract representation petition involving employees of Parent or trade union 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 effort to organize employees of Parent or any of its Subsidiaries, a collective bargaining agreement, or other agreement or work ruleswith any labor union, nor are has there been any employees of the Company other material labor-related grievance Proceeding against Parent or any of its Subsidiaries who arepending, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge knowledge of the CompanyParent, threatenedThreatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material a Parent Material Adverse Effect. (c) From January 1, 2020 to the Company and 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, taken as a whole. (d) Except as other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company a Parent Material Adverse Effect. (d) Parent and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2020 have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety there have been 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 currently are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the CompanyParent, threatened Threatened against the Company Parent or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The Company is , other than such matters described 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 this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2020, 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, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an audit, investigation, or any other Proceeding with respect to Parent or any of its Subsidiaries which would reasonably be material expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeParent Material Adverse Effect.

Labor Matters. (a) Neither the The Company nor any of and its Subsidiaries is are and have been in material 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, except as, individually or hasin the aggregate, since December 31has not had, 2012and would not reasonably be expected to have, a Material Adverse Effect on the Company. Since January 1, 2011, there has not 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As and as of the date of this Agreement, Agreement there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding not pending or, to the Knowledge of the Company, threatened against the Company in writing, any labor dispute, work stoppage, labor strike or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened lockout 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 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 is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable dataemployees, except in each case as would not reasonably be expectedas, individually or in the aggregate, has not had, and would not reasonably be expected to be material have, a Material Adverse Effect on the Company. (b) There are no collective bargaining or other labor union agreements to which the Company or any of its Subsidiaries is a party. To the Knowledge of the Company, there has not been any activity on behalf of any labor organization or employee group to organize any employees of the Company or any Subsidiary. To the Knowledge of the Company, as of the date hereof, 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 as, individually or in the aggregate, has not had, and its Subsidiarieswould not reasonably be expected to have, taken as a wholeMaterial Adverse Effect on the Company.

Labor Matters. Section 2.16 of the Company Schedule sets forth a true and complete list of the collective bargaining agreements, memoranda of understanding, letters of agreement and amendments or other modifications thereto or other labor union contracts applicable to any domestic employees of the Company or the Company Subsidiaries as of the date hereof. As of the date hereof, there is no strike, work stoppage or lockout by or with respect to any employee of the Company or the Company Subsidiaries, except for any such strikes, work stoppages or lockouts that, individually or in the aggregate, would not reasonably be expected to be material. As of the date hereof, (a) Neither neither the Company nor any Company Subsidiary has breached or otherwise failed to comply with any provision of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, nor are there applicable to any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. Subsidiary and (b) As of the date of this Agreement, there is are no material pending written grievances or written complaints outstanding or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or its Subsidiaries that would reasonably be expectedany Company Subsidiary under any such contract, except for any such breaches, failures to comply, grievances or complaints that, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expectedexpected to be material. The Company has made available to Parent and its representatives true and complete copies of all contracts set forth in Section 2.16 of the Company Schedule, including all amendments applicable to such contracts. In addition, the Company represents that with regard to any current Section 6 negotiations, that no negotiations are in mediation sponsored by the National Mediation Board and that no group has been released to a cooling off period. Each of the Company and the Company Subsidiaries has complied with all, and is not in violation of any, laws, rules, regulations, orders, judgments and decrees that are applicable to any such entity with respect to labor and collective bargaining, except for any such failures to comply or violations that would not, individually or in the aggregate, reasonably be expected to be material have an effect that is materially adverse to the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. Except as set forth on Schedule 4.1(p) or in the Company SEC Documents: (ai) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any labor or collective bargaining agreement or any labor union contract or trade union agreement or work rulesagreement, nor are there any and no employees of the Company or any of its Subsidiaries who areare represented by any labor organization. Within the preceding three years, there have been no representation or certification proceedings, or since December 31petitions seeking a representation proceeding, 2012 have been, represented by a works council or a labor organization, norpending or, to the Knowledge knowledge of the Company, are therethreatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Within the preceding three years, nor since December 31to the best knowledge of the Company, 2012 there have there been, been no organizing activities involving the Company or any pending activities or proceedings of its Subsidiaries with respect to any labor union to organize any group of employees of the Company or any of its Subsidiaries. (bii) As of There are no, and within the date of this Agreementpreceding three years have not been any, there is no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes pending or, to the Knowledge knowledge of the Company, threatenedthreatened against or involving the Company or any of its Subsidiaries. There are no, and within the last three years have not been any, unfair labor strikepractice charges or complaints pending or, walkoutto the best knowledge of the Company, work stoppagethreatened by or on behalf of any person (including, slowdown without limitation, any employee or lockout applicant for employment of the Company or any of its Subsidiaries), group or labor organization. (iii) There are no, and within the last three years have not been any, complaints, charges or claims against the Company or any of its Subsidiaries pending or, to the best knowledge of the Company, threatened to be brought or filed, with respect any Governmental Entity or arbitrator(s) based on, arising out of, in connection with, or otherwise relating to employees the employment or termination of employment of any individual (including, without limitation, any employee or applicant for employment of the Company or any of its Subsidiaries) by the Company or any of its Subsidiaries. (civ) As of To the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge best knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to each of the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been is in compliance in all material respects with all applicable locallaws, state, federal regulations and foreign Laws orders relating to employmentemployment and labor, includingincluding but not limited to all such laws, without limitation, Laws regulations and orders relating to discriminationwages and hours, hours of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company equal employment opportunity, affirmative action, discrimination, civil rights, employee benefits, plant closing and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labormass layoff, immigration, or occupational medical and family leave, safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progresshealth, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax. (iiiv) as As of the date of this Agreementhereof, there are is no complaints proceeding, claim, suit, action or lawsuits, governmental investigation pending or, to the Knowledge best knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.its

Labor Matters. (a) Neither None of the Company employees of any MLP Group Entity is represented in his or her capacity as an employee of any MLP Group Entity by any labor organization. No MLP Group Entity has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of its Subsidiaries is or hasany employees of an MLP Group Entity, since December 31, 2012, been, a party to nor has an MLP Group Entity entered into any collective bargaining agreement or union Contract recognizing any labor union contract or trade union agreement or work rules, nor are there organization as the bargaining agent of any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiariesan MLP Group Entity. (b) As of No MLP Group Entity has received written notice during the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice past two years of the intent of any Governmental Entity Authority responsible for the enforcement of labor, employment, wages occupational health and hours of work, child labor, immigration, safety or occupational workplace safety and health laws insurance/workers compensation Laws to conduct an investigation of any MLP Group Entity with respect to or relating such matters and, to them or notice that the Knowledge of the MLP Entities, no such investigation is in progress. There is no (and, and (iii) as of during the two-year period preceding the date of this Agreement, there are no complaints has not been any) (i) strike or lawsuitslockout with respect to any employees of any MLP Group Entity, (ii) to the Knowledge of the MLP Entities, union organizing effort pending or threatened against any MLP Group Entity, (iii) except as would not reasonably be expected to result in an MLP Material Adverse Effect, unfair labor practice or labor dispute with respect to any employees of any MLP Group Entity, (iv) labor Proceeding pending or, to the Knowledge of the CompanyMLP Entities, threatened against any MLP Group Entity or (v) slowdown, or work stoppage in effect or, to the Company or Knowledge of the MLP Entities, threatened with respect to any of its Subsidiaries brought by or on behalf employees of any applicant for employment, MLP Group Entity. No MLP Group Entity has any current employee or any class liabilities under the Worker Adjustment and Retraining Act of the foregoing, relating to any such Laws, or alleging breach 1988 as a result of any express or implied contract action taken by any MLP Group Entity which remains outstanding and unsatisfied. Each MLP Group Entity is, and during the two year period preceding the date of employmentthis Agreement has been, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The Company is in compliance with all applicable Laws relating to the confidentialityin respect of employment and employment practices, securityterms and conditions of employment, use wages and treatment hours and occupational safety and health (including classifications of employee information and personally identifiable dataservice providers as employees and/or independent contractors), except in each case as for any noncompliance which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be result in material liability to the Company and its Subsidiaries, taken MLP Group Entities or otherwise interfere in any material respect with the conduct of their respective businesses as a wholecurrently conducted.

Labor Matters. (a) Neither the Company nor any of Except as would not reasonably be expected to be material to IMS Health and its Subsidiaries is taken as a whole, (i) there are no strikes or haslockouts pending or, since December 31to the knowledge of IMS Health, 2012, been, a party threatened with respect 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 IMS Health or any of its Subsidiaries who are(“IMS Health Employees”), or since December 31and there have been no such activities in the past three (3) years, 2012 have been(ii) to the knowledge of IMS Health, represented by a works council or a labor organization, northere is no union organizing effort pending or, to the Knowledge knowledge of the CompanyIMS Health, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company threatened against IMS Health or any of its Subsidiaries. , and there have been no such activities in the past three (b3) As of the date of this Agreementyears, (iii) there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. dispute (cother than routine individual grievances) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge knowledge of the CompanyIMS Health, threatened against IMS Health or any of its Subsidiaries, and there have been no such activities in the Company past three (3) years, (iv) there is no slowdown or work stoppage in effect or, to the knowledge of IMS Health, threatened with respect to IMS Health Employees, and there have been no such activities in the past three (3) years, (v) no petition has been filed or proceeding instituted by or on behalf of any labor union, works council or other employee representative organization with any Governmental Entity seeking recognition or certification of a bargaining representative of any employees of IMS Health or any of its Subsidiaries, and (vi) there is no charge, complaint, or investigation pending or, to the knowledge of IMS Health, threatened by any Governmental Entity against IMS Health or any of its Subsidiaries concerning any alleged violation of any applicable Law respecting employment or employment practices, including, workplace health and safety, terms and conditions of employment, wages and hours, unfair labor practices, or employee classification. (b) Section 3.13(b) of the IMS Health Disclosure Letter sets forth all material U.S. and non-U.S. employee representative bodies, including all labor unions, labor organizations and works councils, and all collective bargaining agreements or other agreements with a labor union, works council or other employee representative organization in effect that covers any employees of IMS Health or any of its Subsidiaries or to which IMS Health or any of its Subsidiaries is a party or otherwise bound. (c) Except as would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company an IMS Health Material Adverse Effect, IMS Health and its SubsidiariesSubsidiaries are in compliance with all applicable Laws respecting employment and employment practices, taken as a wholeincluding, workplace health and safety, terms and conditions of employment and wages and hours, unfair labor practices, and employee classification. (d) Except as would not reasonably be expected, individually or expected to result in the aggregate, material liability to be material to the Company IMS Health and its Subsidiaries, Subsidiaries taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or neither IMS Health nor any of its Subsidiaries brought by has any liabilities or on behalf of any applicant for employment, any current employee or any class of the foregoing, relating to any such Laws, or alleging is in breach of any express or implied contract obligations under the Worker Adjustment Retraining and Notification Act of employment1988, wrongful termination of employment as amended (the “WARN Act”) or any other discriminatory, wrongful similar state or tortious conduct in connection with the employment relationship. (e) The 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, to be material to the Company and its Subsidiaries, taken local Law as a wholeresult of any action taken by IMS Health (other than at the written direction of Quintiles).

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is is, or hashas been in the past two years, since December 31the 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), 2012grievance or other violation of state or federal labor Law, been, a party or seeking to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any employees of compel the Company or any of its Subsidiaries who areto bargain with any 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 of its Subsidiaries is party to any Collective Bargaining Agreement or since December 31subject to any material bargaining order, 2012 have been, represented by a works council injunction or a labor organization, nor, other material Order relating to the Knowledge of the Company, are there, nor since December 31, 2012 have there been’s relationship or dealings with its employees, any pending activities labor organization or proceedings of any other employee representative. There is no strike, slowdown, lockout or other job Action or labor union to organize any employees of dispute involving the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding Subsidiaries pending or, to the Knowledge of the Company, threatened against the Company and there has been no such Action or its Subsidiaries that would reasonably be expected, individually or dispute in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to past five years. To the Knowledge of the Company, threatened against in the past five years, there has not been any attempt by employees of the Company or any of its Subsidiaries brought or any labor organization or other employee representative to organize or certify a collective bargaining unit or to engage in any 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 or any of its Subsidiaries is terminable at will by the relevant Company entity without any penalty, liability or on behalf of any applicant for employmentseverance obligations. With respect to this transaction, any current 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 any class of the foregoing, relating prior 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 relationshipClosing will be satisfied. (eb) The Company is To the Knowledge of the Company, all of the employees employed in compliance with all 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 relating related to United States immigration and Applicable Laws related to the confidentiality, security, use and treatment employment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or non-United States citizens applicable in the aggregatestate in which the employees are employed. (c) Within the past six months, to be material to neither the Company nor any of its Subsidiaries has implemented any plant closings or employee layoffs requiring notice under the Worker Adjustment and its SubsidiariesRetraining Notification Act of 1988, taken as a wholeamended, or any similar or related Law.

Labor Matters. (a) Neither Except as set forth on ‎Section 3.18‎(a) of the Company Disclosure Letter, (i) 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 agreement, labor union contract contract, or trade union agreement with any labor organization or work rulessimilar body representing employees of the Company or its Subsidiaries (each a “Collective Bargaining Agreement”), nor except for Collective Bargaining Agreements applicable to all employees in Israel, (ii) no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries, (iii) to the Knowledge of the Company, there are there no activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries who areand 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, and (iv) there is not, and since January 1, 2013 there has not been, any strike, lockout, slowdown, or since December 31, 2012 have been, represented by a works council work stoppage against the Company or a labor organization, norany of its Subsidiaries pending or, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, threatened that is reasonably expected to interfere in any pending material respect with the respective business activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As Except as set forth on ‎Section 3.18‎(b)‎ of the date of this AgreementCompany Disclosure Letter, there is no the Company and its Subsidiaries are in compliance in all material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout 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) As Except for matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of the date of this Agreement, its Subsidiaries is engaged in any unfair labor practice; (ii) there is no are not any unfair labor practice charges or labor arbitration proceeding pending complaints against the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, threatened threatened, before any Governmental Authority responsible for supervising, administrating or regulating labor practices, including the National Labor Relations Board or similar bodies; (iii) there are not any pending, or, to the Knowledge of the Company, threatened, union grievances against the Company or any of its Subsidiaries as to which there is a reasonable possibility of adverse determination; and (iv) neither the Company nor any of its Subsidiaries has received any written communication since January 1, 2013 of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation is pending. (d) 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 that have not resulted in and would reasonably be expectednot, individually or in the aggregate, to be result in material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material liabilities to the Company and its Subsidiaries, taken as a whole, (iA) 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 each 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 its Subsidiaries are and have been in compliance in all material respects with all applicable localthe Company Disclosure Letter, stateto the Company’s Knowledge, 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 and collective bargaining, (ii) the Company and its the Company’s Subsidiaries have not received notice of engaged any charge consultants, sub-contractors, sales agents or complaint with respect freelancers who, according to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesIsraeli Law, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, would be entitled to the Knowledge rights of the Company, threatened against an employee vis-à-vis 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 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 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, to be material to the Company and its Company’s Subsidiaries, taken as a wholeincluding rights to severance pay, vacation, recuperation pay (dmei havraa) and other employee-related statutory benefits.

Labor Matters. (a) Neither the Company RH nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other agreement with a labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, is any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) such agreement presently being negotiated. Except as would not reasonably be expectedlikely to have an RH Material Adverse Effect, individually the execution of this Agreement and the consummation of the Transaction by RH (i) will not result in any breach or other violation of any collective bargaining agreement or any other agreement with a labor union or labor organization to which RH or any of its Subsidiaries is a party and (ii) does not require any notification to or consent by any labor union, labor organization or works council. (b) To the knowledge of RH, and except as would not reasonably be likely to result in the aggregate, a material liability to be material to the Company RH and its Subsidiaries, taken as a whole, in the U.S. (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 there is no organizational effort currently being made or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employmentlabor union, works council, or labor organization to organize any current employee employees of RH or any class of the foregoingits Subsidiaries, relating to any such Laws, or alleging breach (ii) no demand for recognition of any express or implied contract employees of employment, wrongful termination of employment RH or any other discriminatoryof its Subsidiaries has been made by or on behalf of any labor union, wrongful works council or tortious conduct in connection labor organization and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of RH or any of its Subsidiaries or group of employees of RH or any of its Subsidiaries with the employment relationshipany labor relations board or commission seeking recognition of a collective bargaining representative. (ec) The Company There is in compliance with all Laws relating no pending or, to the confidentialityknowledge of RH, securitythreatened, use and treatment labor strike, dispute, walk-out, work-stoppage, slow-down or lockout involving RH or any of employee information and personally identifiable dataits Subsidiaries, except in each case as where such dispute, work stoppage, slow down or lockout, or, with respect to individuals providing services outside the U.S., such strike or walk-out, has not had or would not reasonably be expectednot, individually or in the aggregate, reasonably be likely to have an RH Material Adverse Effect. (d) To the knowledge of RH, no employee of RH or any of its Subsidiaries with the title of vice-president or higher is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other obligation to a former employer of any such employee relating (i) to the right of any such employee to be material employed by RH or its Subsidiaries or (ii) to the Company and its Subsidiaries, taken as a wholeknowledge or use of Trade Secrets or proprietary information.

Labor Matters. (a) Neither Since December 28, 2008, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to any collective bargaining agreement agreement, labor union contract, trade union agreement, or any other labor-related agreements with any labor union contract union, labor organization or trade union agreement or work rulesworks council (each a “Collective Bargaining Agreement”), nor are there any (ii) no employees of the Company or any of its Subsidiaries who are, are or since December 31, 2012 have been, been represented by a any labor union, labor organization or works council in connection with their employment with the Company or a labor organizationany Subsidiary, nor, (iii) to the Knowledge of the Company, there currently are thereno, nor since December 31and there have not been any, 2012 have there been, any pending activities or proceedings of any labor or trade union to organize any employees of the Company or any of its Subsidiaries. , (biv) As 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, strike, lockout, slowdown, or work stoppage against the date Company or any of this Agreement, there is no material its Subsidiaries pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout threatened that may materially interfere with respect to employees the respective business activities of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (db) Except as set forth in Section 3.9(a) of the Company Disclosure Schedule or for failures to be in compliance that do not have, and would not reasonably be expectedexpected to have, individually or in the aggregatea Company Material Adverse Effect, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint are in compliance with applicable Laws and Orders with respect to or relating to them pending before the 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 laborhiring, employment, wages and hours termination of workemployment (including but not limited to applicable Laws regarding wage and hour requirements, child labortips, immigrationcorrect classification of independent contractors and of employees as exempt and non-exempt, work authorization status, 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 occupational safety and health laws to conduct an investigation local “mass layoff” or “plant closing” law). There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of its Subsidiaries since December 28, 2008. No material complaint, charge, claim or proceeding based on, arising out of, in connection with, or otherwise relating to them the employment or notice that such investigation termination of employment or failure to employ by the Company or any of its Subsidiaries, of any individual is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, now pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by Subsidiaries, before any Governmental Authority or on behalf regulatory authority, and there is no material complaint, charge, claim or proceeding before any Governmental Authority or regulatory authority with respect to a violation of any applicant for employmentoccupational safety or health standards that is now pending or, any current employee to the Knowledge of the Company, threatened against the Company 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 relationshipits Subsidiaries. (ec) The Company is in compliance with all Laws relating to the confidentiality, security, use Except as do not and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedexpected to have a Company Material Adverse Effect, individually neither the Company nor any of its Subsidiaries is liable for any 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 aggregate, to be material to the Company and its Subsidiaries, taken as a wholeordinary course of business).

Labor Matters. (a) Neither As of the Company date of this Agreement and since January 1, 2016, (i) neither Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other agreement with any labor union, (ii) there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company Parent or any of its Subsidiaries who areSubsidiaries, and (iii) to Parent’s knowledge, there is no activity or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings proceeding of any labor union organization (or representative thereof) or employee group (or representative thereof) to organize any employees of the Company Parent or any of its Subsidiaries. (b) As of the date of this AgreementAgreement and since January 1, 2016, there is no material pending unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other agreement with any labor union, or other labor-related grievance proceeding against Parent or any of its Subsidiaries pending, or, to the Knowledge knowledge of the CompanyParent, threatened, labor strikeother than such matters that would not reasonably be expected to have, walkoutindividually or in the aggregate, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiariesa Parent Material Adverse Effect. (c) As of the date of this AgreementAgreement and since January 1, 2016, there is no unfair labor practice strike, dispute, slowdown, work stoppage or labor arbitration proceeding pending lockout pending, or, to the Knowledge knowledge of the CompanyParent, threatened threatened, against the Company or involving Parent or any of its Subsidiaries Subsidiaries, other than such matters that would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company Parent and its SubsidiariesSubsidiaries are, taken as a wholeand since January 1, (i) the Company and each of its Subsidiaries are and 2016, have been been, in compliance in all material respects with all applicable local, state, federal Laws respecting employment 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, Proceedings pending or, to the Knowledge knowledge of the CompanyParent, threatened against the Company Parent or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee of Parent or any of its Subsidiaries or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The Company is , other than any such matters described 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 this sentence that would not reasonably be expectedexpected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2017, 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, the Department of Labor or any other Governmental Entity responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to Parent or any of its Subsidiaries which would reasonably be material expected to have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeParent Material Adverse Effect.

Labor Matters. (a) Neither Except as set forth in Section 2.17(a) of the Company Disclosure Schedule, (i) neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining Collective Bargaining Agreement and no such agreement or any labor is being negotiated, (ii) to the Knowledge of the Company, there is no pending union contract or trade union agreement or work rules, nor are there any representation petition involving employees of the Company or any of its Subsidiaries who areand none has been pending in the past three years, (iii) the Company does not have Knowledge of any activity or Action of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees that is currently pending or has occurred in the past three years, and (iv) no service provider with respect to the Company or any of its subsidiary is subject to a PEO relationship. (b) Neither 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, engage in consultation with, or since December 31, 2012 have been, represented by a works council issue any notice to or a make any filing with (as applicable) any labor organization, nortrade 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 Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiariesthreatened. (bd) As of the date of this Agreement, there There is no material pending strike, dispute, slowdown, work stoppage or lockout pending, or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown against or lockout with respect to employees of involving the Company or any of its Subsidiaries, and no such events have occurred in the past three years. (ce) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the The Company and its SubsidiariesSubsidiaries are, taken as a whole. (d) Except as would not reasonably be expectedand since July 1, individually or in the aggregate2019 have been, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal Laws respecting employment 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progressthere are no, and (iii) as of in the date of this Agreementpast 3 years there have not been any, there are no complaints or lawsuits, Actions pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such of the foregoing applicable Laws, or alleging breach of any express or implied contract of employment, wrongful termination of employment employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The , 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 is in compliance nor any of its Subsidiaries has received any written 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 with all Laws relating respect to the confidentiality, security, use and treatment Company or any of employee information and personally identifiable dataits Subsidiaries, except in each case as would not reasonably be expected, individually or expected to result in material liability to the aggregate, Company and its Subsidiaries. (f) Except as would not be expected to be result in material liability to the Company and its Subsidiaries, taken 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 whole“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) 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 above, other than any allegations that the Company or Subsidiary thereof reasonably determined, after due inquiry, did not have merit and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreements related to allegations of sexual harassment or misconduct by any employee at the level of Vice President or above.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 20122016, 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 who are, or since December 31, 2012 2016 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 2015 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither As of the Company date hereof, neither Duke nor any of its Subsidiaries subsidiaries is or has, since December 31, 2012, been, a party to to, bound by or in the process of negotiating any collective bargaining agreement or other labor agreement with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) . As of the date of this Agreement, there is are no material disputes, grievances or arbitrations pending or, to the Knowledge knowledge of the CompanyDuke, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company threatened between Duke or any of its Subsidiaries. (c) As subsidiaries and any trade union or other representatives of the date of this Agreement, its employees and there is no unfair labor practice charge or labor arbitration proceeding complaint pending oror threatened in writing against Duke or any of its subsidiaries before the NLRB or any similar Governmental Authority, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedexcept in each case as, individually or in the aggregate, to be material to the Company have not had and its Subsidiaries, taken as a whole. (d) Except as would could not reasonably be expectedexpected to have a material adverse effect on Duke, individually or in the aggregateand, to be material to the Company and its Subsidiariesknowledge of Duke, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge material organizational efforts presently being made involving any of the Company, threatened against the Company employees of Duke or any of its Subsidiaries brought subsidiaries. From December 31, 2002, to the date of this Agreement, there has been no work stoppage, strike, slowdown or lockout by or on behalf affecting employees of any applicant for employment, any current employee Duke or any class of the foregoingits subsidiaries and, 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 is in compliance with all Laws relating to the confidentialityknowledge of Duke, security, use and treatment of employee information and personally identifiable datano such action has been threatened in writing, except in each case as would not reasonably be expectedas, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Duke. Except as, individually or in the aggregate, has not had and could not reasonably be expected to have a material adverse effect on Duke: (A) there are no litigations, lawsuits, claims, charges, complaints, arbitrations, actions, investigations or proceedings pending or, to the Company knowledge of Duke, threatened between or involving Duke or any of its subsidiaries and any of their respective current or former employees, independent contractors, applicants for employment or classes of the foregoing; (B) Duke and its Subsidiariessubsidiaries are in compliance with all applicable laws, taken as a whole.orders, agreements, contracts and policies respecting employment and employment practices, including, without limitation, all legal requirements respecting terms and conditions of employment, equal opportunity, workplace health and safety, wages and hours, child labor, immigration, discrimination, disability rights or benefits, facility closures and layoffs, workers' compensation, labor relations, employee leaves and unemployment insurance; and

Labor Matters. (a) Neither (i) None of the Company nor any of its Subsidiaries is or Group Companies has (A) has, or, since December 31the Lookback Date has had, 2012any material Liability for any arrears of wages or other compensation for services (including salaries, beenwage premiums, a party 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 (B) has or has had any Liability for any payment to any collective bargaining agreement trust or other fund governed by or maintained by or on behalf of any labor union contract Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or trade union agreement other benefits or work rules, nor are there obligations for any employees of any Group Company (other than routine payments to be made in the Company normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or any by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the each Group Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that except as has not and would not reasonably be expectedexpected to result in, individually or in the aggregate, to be material Liability to the Company Group Companies. (b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and its Subsidiaries, taken the Group Companies have not incurred any material Liability under WARN nor are they reasonably expected to incur any material Liability under WARN as a wholeresult of the transactions contemplated by this Agreement. (c) 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, handbilling 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) Except as would not reasonably be expectedThe Group Companies have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with respects, promptly, thoroughly and impartially investigated all applicable localsexual harassment, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to or other discrimination, hours retaliation or policy violation allegations of work and which they are aware. With respect to each such allegation with potential merit, the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Group Companies have taken reasonable prompt corrective action that is reasonably calculated to prevent further improper conduct. No Group Company and its Subsidiaries have not received notice of reasonably expects any charge or complaint material Liability with respect to or any such allegations and is not aware of any material and substantiated allegations relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesofficers, directors, employees, contractors, or notice agents of the intent of any Governmental Entity responsible for the enforcement of laborGroup Companies, employmentthat, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, if known to the Knowledge of public, would bring the Company, 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 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 relationshipGroup Companies into material disrepute. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is is, or has, since December 31, 2012, the Applicable Date has been, a party to any collective bargaining agreement or any other agreement with a labor union contract or trade union agreement or work rules, nor are there any employees like organization. As of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nordate hereof, to the Knowledge of the Company’s Knowledge, there are there, nor since December 31, 2012 have there been, any pending no activities or proceedings by any individual or group of individuals, including representatives of any labor union organizations or labor unions, to organize any employees of the Company or any of its Subsidiaries. (b) As of Except as would not be reasonably expected to result in any material liability to the date of this AgreementCompany and its Subsidiaries (taken as a whole), individually or in the aggregate, (i) there is no material no, and since the Applicable Date has not been any, strike, lockout, slowdown, work stoppage, job action, picketing, unfair labor practice or other labor dispute pending or, to the Knowledge of the Company’s Knowledge, threatened, (ii) there is no, and since the Applicable Date has not been any, unfair labor strikepractice charge against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority, walkoutand (iii) there is no, work stoppageand has not since the Applicable Date been any, slowdown pending or, to the Company’s Knowledge, threatened arbitration or lockout grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any current or former employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, Except as would not be reasonably expected to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or result in the aggregate, to be any material liability to the Company and its Subsidiaries, Subsidiaries (taken as a whole), each of the Company and its Subsidiaries is in compliance with all Law respecting labor, employment and employment practices, terms and conditions of employment, wages and hours, and occupational safety and health. Except as would not be reasonably expected to result in any material liability to the Company and its Subsidiaries (taken as a whole), neither the Company nor any of its Subsidiaries has since the Applicable Date incurred any liability or obligation under the United States Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar federal, national, state, province or local Law that remains unsatisfied. (d) Except as would not be reasonably be expected, individually or expected to result in the aggregate, to be any material liability to the Company and its Subsidiaries, Subsidiaries (taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement), there are no complaints or lawsuits, proceedings pending or, to the Knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries brought before any Governmental Entity by or on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment, any current employee employment or any class classes of the foregoing, relating to any such Laws, or foregoing alleging breach of any express or implied contract employment contract, violation of employmentany Law governing employment or the termination thereof, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct on the part of the Company or any of its Subsidiaries in connection with the employment relationship. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (ai) Set forth on Section 5.01(s) of the Company Disclosure Schedule is a true and complete list of the names, titles, annual salaries, other compensation and wage and hour exemption status of all employees of the Company and the Company Subsidiaries and a summary of all contracts or commitments by the Company or the Company Subsidiaries to increase the compensation or to modify the conditions or terms of employment of any of its or their employees. (ii) All employees of the Company and the Company Subsidiaries are authorized to work in the United States of America and a Form I-9 has been properly completed and retained with regard to each such employee. (iii) There are no agreements with, or pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of the employees of the Company or any of the Company Subsidiaries and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any other comparable foreign, state or local labor relations tribunal or authority. There are no organizing activities, labor strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other material labor disputes, other than routine grievance matters, now pending or threatened against or involving the Company or any of the Company Subsidiaries and there have not been any such labor strikes, work stoppages or other labor troubles, other than routine grievance matters, with respect to the Company or any of the Company Subsidiaries at any time within five (5) years of the date of this Agreement. (iv) Neither the Company nor any of its the Company Subsidiaries is currently or hasat any time since January 1, since December 31, 2012, been, 2010 has been a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices. Each of the Company and the Company Subsidiaries are in material compliance with all applicable state, federal and local Laws 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, 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 collective bargaining agreement unfair labor practices or similar prohibited practices. Except as would not result in any labor union contract or trade union agreement or work rules, nor are there any employees of material liability to the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or complaints, lawsuits, arbitrations, administrative proceedings or other proceedings of any nature pending or, to the Knowledge of the Company, threatened against the Company or any of its the Company Subsidiaries brought by any current or former employee or their eligible dependents or beneficiaries. (v) No Person has claimed, or to the Knowledge of the Company or the Company Subsidiaries, has valid reason to claim that any employee or former employee of the Company or the Company Subsidiaries: (x) is in violation of any material term of any employment agreement, confidentiality agreement, non-competition agreement or any restrictive covenant with such Person; (y) has disclosed or utilized any trade secret, confidential or proprietary information or documentation belonging to such Person in connection with employment with the Company or the Company Subsidiaries; or (z) has interfered in the employment relationship with such Person and any of its present or former employees in violation of any law or enforceable agreement between such Person and the applicable employee. (vi) To the Knowledge of the Company and the Company Subsidiaries, no employee of the Company or the Company Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such Person and any other Person that could reasonably be expected to (x) prohibit the performance by such Person of his/her duties for or on behalf of any applicant for employment, any current employee the Company or any class the Company Subsidiaries; or (y) adversely affect the ability of the foregoing, relating Company or the Company Subsidiaries to any such Laws, conduct its 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 relationshiptheir primary business. (evii) The Company is in compliance with all Laws relating to the confidentiality, security, use and treatment No executive or group of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to employees has informed the Company and its or the Company Subsidiaries of his, her or their intent to terminate employment with the Company or the Company Subsidiaries, taken as a whole.

Labor Matters. (a) Neither Except for such matters that would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its the Company Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Company or any of the Company Subsidiaries and, to the knowledge of the Company, no such investigation is in progress. (b) Except for such matters that would not have, individually or has, since December 31, 2012, beenin the aggregate, a party Company Material Adverse Effect, (i) there currently are no pending (and there have not been during the two year period preceding the date hereof) strikes or lockouts with respect 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 the Company Subsidiaries who are(the “Company Employees”), or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (ii) to the Knowledge knowledge of the Company, are there, nor since December 31, 2012 have there been, any currently is no (and there has not been during the two year period preceding the date hereof) union organizing effort pending activities or proceedings of any labor union to organize any employees of threatened against the Company or any of its the Company Subsidiaries. , (biii) As of the date of this Agreement, there is no material pending or, to (and there has not been during the Knowledge of two year period preceding the Company, threateneddate hereof) unfair labor practice, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. dispute (cother than routine individual grievances) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by the Company Subsidiaries, (iv) there is no (and there has not been during the two year period preceding the date hereof) slowdown or on behalf of any applicant for employmentwork stoppage in effect or, any current employee or any class to the knowledge of the foregoingCompany, relating threatened with respect to any such LawsCompany Employees, 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 and (v) the employment relationship. (e) The Company is and the Company Subsidiaries are in compliance with all Laws relating applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours and unfair labor practices. Neither the Company nor any of 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 confidentialityParent after the Closing) that would have individually or in the aggregate, security, use and treatment a Company Material Adverse Effect. (c) Neither the Company nor any of employee information and personally identifiable data, except in each case the Company Subsidiaries is a party to any collective bargaining agreement. (d) Except as would not reasonably be expectedhave, individually or in the aggregate, to be material to a Company Material Adverse Effect, all individuals that have been or that are classified by the Company as independent contractors have been and its Subsidiaries, taken as a wholeare correctly so classified.

Labor Matters. (a) Neither With respect to the Business Employees, the Company nor any of its Subsidiaries is or has, since December 31, 2012, has never been, a party to or bound by any collective bargaining agreement agreement, or any other Contract with a labor union contract union, works council or trade union agreement or work rulessimilar organization, nor are is any such agreement presently being negotiated, nor is there any employees duty on the part of the Company or any of its Subsidiaries who areto bargain with, consult with, or since December 31obtain the approval of, 2012 have beenany labor union, represented by a works council or similar organization or labor-related Governmental Authority prior to the execution of this Agreement or as a condition to closing the Contemplated Transactions. No labor organizationunion, norworks council or similar organization has been certified to represent any Business Employee or to the Knowledge of the Seller or the Company, has applied to represent or is attempting to organize so as to represent such Business Employees. To the Knowledge of the Company, are there, nor since December 31, 2012 have there beenthe Company is not engaged in and has never been engaged in, any pending activities or proceedings unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union to organize organizing activity, or any employees of similar activity or dispute, affecting the Company or conducted by any of its Subsidiariescurrent or former Business Employee. (b) As of the date of this Agreement, there is no material pending or, With regard to the Knowledge employment of current Business Employees, the CompanyCompany is in compliance in all material respects with all Applicable Laws respecting employment and employment practices, threatenedemployee safety and health, and wages and hours. There are no actions, suits, claims, administrative matters, labor strike, walkout, work stoppage, slowdown disputes or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding grievances pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedanticipated, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentany current Business Employee, including, without limitation, Laws relating to discriminationcharges of unfair labor practices or discrimination complaints. The Company is in compliance with and, hours of work and since January 1, 2012, has not incurred any liability or obligation under the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission WARN Act or any other Governmental Entity responsible similar U.S. state or local law, or applicable foreign country law, that remains unsatisfied. (c) The Company is not delinquent in payments to any current or former Business Employee or to any Business Service Provider, for any wages (including overtime pay), salaries, commissions, bonuses, fees or other compensation for any services performed for the prevention of unlawful employment practices, or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of Business through the date of this Agreement. The Company has no Liability for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, there are no complaints social security or lawsuits, pending or, other benefits or obligations for any current Business Employee (other than routine payments to be made in the Ordinary Course of Business). (d) To the Knowledge of the Company, threatened against the Company no Business Employee is in violation of any material term of any employment agreement, noncompetition agreement, confidentiality and inventions assignment agreement 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 restrictive covenant 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 is in compliance with all Laws a former employer relating to the confidentiality, security, use and treatment right of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, any such Business Employee to be material employed by a Seller Employer because of the nature of the Business conducted or to the Company and its Subsidiariesuse of trade secrets or proprietary information of others. No Business Employee is a party to or is bound by any confidentiality agreement, taken noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (i) the performance by such employee of any of his or her duties or responsibilities as a wholeBusiness Employee.

Labor Matters. (a) Neither the Company nor Since January 1, 2008, there has not been any of its Subsidiaries is adoption, amendment 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 termination by the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any collective bargaining or other labor union Contract to organize which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound that covers any employees of the Company or any of its Subsidiaries. (b) As . None of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As Subsidiaries are represented by any union with respect to their employment by the Company or such Subsidiary, and no labor organization or group of employees of the date Company or any of this Agreement, there is no unfair labor practice its Subsidiaries has made a pending demand for recognition or labor arbitration proceeding pending orcertification to the Company or any of its Subsidiaries and, to the Knowledge knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened against in writing to be brought or filed with the National Labor Relations Board or any other Governmental Entity. Since January 1, 2008, neither the Company or nor any of its Subsidiaries that has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to labor disagreements. (b) Except as would reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) neither the Company nor any of its Subsidiaries is delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it or amounts required to be material reimbursed to such employees, (ii) no employee of the Company at the vice president level or above has given written notice to the Company or any of its Subsidiaries that any such employee intends to terminate his or her employment with the Company or any of its Subsidiaries, (iii) to the knowledge of the Company, no employee or former employee of the Company or any of its Subsidiaries is in any respect in violation of any term of any employment Contract, nondisclosure agreement, common law nondisclosure obligations, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others. (c) Except as set forth in Section 5.15(c) of the Company Disclosure Schedule, (i) each of the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been is in compliance in all material respects 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 and collective bargaining, (ii) the Company bargaining agreements respecting employment and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice terms and conditions of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or and occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, health; and (iiiii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, each individual who renders services to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought who is classified by or on behalf of any applicant for employment, any current employee 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 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, to be material to the Company or such subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and its Subsidiaries, taken as a wholetax reporting and under Company Benefit Plans) is properly so characterized.

Labor Matters. (a) Neither As of the Company nor any of its Subsidiaries is date hereof, (i) there are no strikes or has, since December 31, 2012, been, a party lockouts pending with respect 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 who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company Parent or any of its Subsidiaries. , (bii) As of the date of this Agreement, there is no material pending orunion organizing effort pending, or to the Knowledge of the CompanyParent, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company threatened against Parent or any of its Subsidiaries. , (ciii) As of the date of this Agreement, there is no unfair labor practice practice, labor dispute (other than routine individual grievances), or labor arbitration proceeding pending or, to the Knowledge of Parent, threatened, with respect to the Companyemployees 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 against with respect to the Company employees of Parent or any of its Subsidiaries that Subsidiaries, except, in each case, as has not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect. (db) Except as has not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect, (i) the Company and each of Parent and its Subsidiaries are are, and have been been, in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employmentemployment and employment practices, 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 safetywages, layoffs and plant closings and overtime, hours, collective bargaining, unlawful discrimination, civil rights, safety and health, workers’ compensation and terms and conditions of employment, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint there are no charges with respect to or relating to them either of Parent or its Subsidiaries pending or, to the Knowledge of Parent, threatened before the United States Equal Employment Opportunity Commission or any other Governmental Entity national, federal, state or local agency, domestic or foreign, responsible for the prevention of unlawful employment practices, and (iii) since January 1, 2017, neither Parent nor any of its Subsidiaries has received any written notice from any national, federal, state or notice of the intent of any Governmental Entity local agency, domestic or foreign, responsible for the enforcement of labor, employment, wages and hours labor or employment Laws of work, child labor, immigration, or occupational safety and health laws an intention to conduct an investigation with respect to of either of Parent or relating to them or notice that its Subsidiaries and no such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither Except as set forth in Schedule 4.15(a) of the Company nor any Parent Disclosure Schedule, other than national, trade, industry-wide or sector-level agreements, none of Parent or its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any CBA (including generally applicable collective bargaining agreement agreements) and, to the Knowledge of Parent, no employees of Parent or its Subsidiaries are represented by any labor union, works council, trade union, employee organization or other labor organization with respect to their employment with Parent or its Subsidiaries. Since the Lookback Date, no labor union contract or trade union agreement other labor organization, or work rules, nor are there any group of employees of the Company Parent or any of its Subsidiaries who arehas made a demand for recognition or certification, and there are no representation or since December 31, 2012 have been, represented by a works council or a labor organization, norcertification Proceedings presently pending or, to the Knowledge of Parent, threatened to be brought or filed with the CompanyNational Labor Relations Board or any other labor relations tribunal or authority, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date hereof, there are thereno ongoing or, nor since December 31to the Knowledge of Parent, 2012 have there been, any pending threatened union organizing activities or proceedings of any labor union with respect to organize any employees of Parent or any of its Subsidiaries and no such activities have occurred since the Company Lookback Date. Since the Lookback Date, except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect, there has been no actual or, to the Knowledge of Parent, threatened, grievances, strikes, walkouts, work stoppages, lockouts, slowdowns, picketing, handbilling, arbitrations, unfair labor practice charges, or other labor disputes against Parent or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or Parent and its Subsidiaries that are and, since the Lookback Date, have been in compliance with all applicable Laws relating to labor and employment, except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect. (dc) Except as would not reasonably be expectedSince the Lookback Date, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company Parent and its Subsidiaries have not received notice reasonably investigated all sexual harassment or other discrimination or retaliation allegations of or against any charge employee of Parent or complaint with its Subsidiaries at the level of Vice President or above (in each case, in their capacity as such), and of which Parent and its Subsidiaries was made aware. With respect to each such allegation with potential merit, Parent or relating its applicable Subsidiary has taken prompt corrective action that is reasonably calculated to them pending before the United States Equal Employment Opportunity Commission prevent further discrimination 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 relationshipharassment. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or any other agreement with a labor union contract or trade union agreement or work rulesunion, nor are there any employees of the Company or any of its Subsidiaries who arelabor organization, or since December 31, 2012 have been, represented by a works council or a labor similar organization, nor, and to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any pending no -40- activities or proceedings Proceedings by any individual or group of individuals, including representatives of any labor union unions, labor organizations, works councils or similar organizations, to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this AgreementAgreement and for the past three (3) years, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) there is no material and has not been any pending or, to the Knowledge of the Company, threatened, labor strike, walkoutlockout, slowdown, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or other labor dispute, or arbitration proceeding or grievance pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material and (ii) to the Knowledge of the Company, there have not been any organizing efforts by any union seeking to represent any Company and its Subsidiaries, taken as a wholeEmployees. (dc) Except as would not reasonably be expectedSince December 31, individually or in the aggregate2019, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are has been and have been is in compliance in all material respects with all applicable localLaws regarding labor, stateemployment and employment practices, federal terms and foreign Laws relating to conditions of employment, wages and hours (including, without limitation, Laws relating to classification of employees, discrimination, hours of work harassment and the payment of wages or overtime wagesequitable pay practices), classification of employees and independent contractorswrongful discharge, health and safety, layoffs and plant closings and collective bargaining, fair labor standards, occupational safety and health. (i) There are no unfair labor practice charges pending before the National Labor Relations Board or any other Governmental Entity, nor any material grievances, complaints, claims or judicial or administrative proceedings, in each case, which are pending or, to the Knowledge of the Company, threatened in writing by or on behalf of any Company Employee, (ii) neither the Company and its Subsidiaries have not nor any Subsidiary has received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws employment Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, progress and (iii) as of the date of this Agreement, there are no complaints or lawsuitsProceedings, pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries Subsidiary brought by or on behalf of any applicant for employment, any current employee Company Employee or any class of the foregoing, relating to any such Laws, or alleging breach of any express or implied contract of employment, wrongful or unfair termination of employment or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to to, or is bound by, any collective bargaining agreement with any labor union, labor organization or works council, or any labor union contract other agreement regarding the rates of pay or trade union agreement working conditions of any employees, and has not been a party to or work rules, nor are there bound by any employees of the Company or any of its Subsidiaries who aresuch agreement, or since December 31otherwise bound by any obligation to bargain with or recognize any such labor union, 2012 have been, represented by a labor organization or works council within the last three (3) years. Since January 1, 2013, there has been no labor dispute, strike, picketing, work stoppage or a labor organizationlockout, nororganizational activity, or, to the Knowledge knowledge of the Company, are therethreat thereof, nor since December 31, 2012 have there been, any pending activities by or proceedings of any labor union with respect to organize any employees of the Company or any of its Subsidiaries. , whether engaged in collective action or not, except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Material Adverse Effect. Except as, individually or in the aggregate, had not had and would not reasonably be expected to have a Material Adverse Effect, 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 (b) As “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 date of this Agreementforegoing. Furthermore, there is are no material Actions or charges, grievances, complaints or investigations pending or, to the Knowledge knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown threatened by or lockout with respect to on behalf of any employee or group of employees of the Company or any of its Subsidiaries. (c) As , including any complaints alleging violations of the date state or federal Laws pertaining to employment and labor, whether domestic or international, including wage and hour, immigration, discrimination in employment, safety, Office of this AgreementFederal Contract Compliance, there is no unfair labor practice or labor arbitration proceeding pending orOccupational Safety and Health Administration, to the Knowledge Department of the CompanyLabor, threatened against the Company Fair Labor Standards, and federal WARN or its Subsidiaries that would reasonably be expectedrelated state or international laws or regulations that, individually or in the aggregate, has had or would reasonably be expected to be material have a Material Adverse Effect. Without limiting the generality of the foregoing, each employee of the Company or any Subsidiary of the Company who works in the United States is, to the knowledge of the Company, duly authorized to work in the United States, each employee of the Company or any Subsidiary of the Company who works outside the United States is, to the knowledge of the Company, duly authorized to work in the jurisdiction in which they are located and the Company and its SubsidiariesSubsidiaries have complied with applicable Laws concerning each such current and former employee’s employment eligibility verification, taken as a whole. (d) Except as would not reasonably be expectedincluding with respect to Forms I-9, except as, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Company have a Material Adverse Effect. (b) All independent contractors and its Subsidiaries, taken as a whole, (i) the Company and each consultants of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have been properly classified as such and may not received notice be deemed employees of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of for any applicant for employment, any current employee 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 is in compliance with all Laws relating to the confidentiality, security, use and treatment of employee information and personally identifiable datapurpose, except in each case as would not reasonably be expectedas, individually or in the aggregate, has not had and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as have a wholeMaterial Adverse Effect.

Labor Matters. (a) Except as set forth in Section 5.16(a) of the Company Disclosure Schedule, (i) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by any collective bargaining agreement or other contract or agreement with any labor union contract or trade union agreement union, works council or work rulesother employee representative body (collectively, nor are there any “Employee Representative Body”), (ii) to the Knowledge of the Company, no employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, are represented by a works council any Employee Representative Body in connection with employment by the Company or a labor organizationany of its subsidiaries, nor, and (iii) to the Knowledge of the Company, there are there, nor since December 31, 2012 have there been, any no pending or threatened activities or proceedings of any labor union Employee Representative Body to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there There is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there There is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expectedexpected to be material, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 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 pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, practices or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, affirmative action, immigration, or occupational safety and health laws 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 (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee 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 has made available to Parent and Purchaser a true and complete list (as 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 nor any of its Subsidiaries is or has been (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246, or (iii) required to maintain an affirmative action plan. (g) Within the last three years, neither the Company nor any Subsidiary of the 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 notification of a plant closing or mass layoff required by the 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 the Company, no employee of the Company or any of its Subsidiaries is in compliance with all Laws relating material violation of any term of any employment, consulting, nondisclosure or noncompetition agreement, fiduciary duty, restrictive covenant or other similar obligation: (i) to the confidentialityCompany or any of its Subsidiaries or (ii) to a former employer or engager of any such individual, securityin 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 and treatment of employee information and personally identifiable datatrade secrets or proprietary information. (i) As of the date hereof, to the Knowledge of the Company, no 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 annual base compensation intends to terminate his or her employment, consulting, or independent contractor relationship. (j) 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 services or amounts required to be reimbursed or otherwise paid, except in each case as would not reasonably be expected, individually or in the aggregate, 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, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) The Company and its Subsidiaries are, and 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, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, has been a party to or subject to, or is currently negotiating in connection with entering into, any Collective Bargaining Agreement, and, to the Company’s knowledge, there has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining agreement or unit relating to any Service Provider. There are no unfair labor union contract or trade union agreement or work rulespractice complaints pending or, nor are there any employees of to the Company’s knowledge, threatened against the Company or any of its Subsidiaries who arebefore the National Labor Relations Board or any other Governmental Authority or any current union representation questions involving Service Providers. There is no, or and since December March 31, 2012 have been2011 there has not been any, represented by a works council labor strike, slowdown, stoppage, picketing, interruption of work or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material lockout pending or, to the Knowledge of the Company’s knowledge, threatened, labor strike, walkout, work stoppage, slowdown threatened against or lockout with respect to employees of affecting the Company or any of its Subsidiaries. (c) As 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 to enter into this Agreement or to consummate any of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated hereby. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the The Company and each of its Subsidiaries are is, and have has been since March 31, 2011, in material compliance in all with WARN and has no material respects 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 liabilities or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) other obligations thereunder. Neither the Company and nor any of its Subsidiaries have not received notice of has taken any charge or complaint with respect action that would reasonably be expected to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company cause Parent or any of its Subsidiaries brought by Affiliates to have any material liability or on behalf of any applicant for employment, any current employee or any class of other obligation following 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 relationshipClosing Date under WARN. (e) The Company is in compliance has furnished to Parent a true and complete list that sets forth, with all Laws relating respect to the confidentiality, security, use and treatment each employee of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and or any of its Subsidiaries, taken such employee’s name, employer, title, location, base salary, most recent annual bonus received and current annual bonus opportunity (including performance goals and target and maximum amounts). To the Company’s knowledge, no Key Employee intends to resign or retire as a wholeresult of the transactions contemplated by this Agreement or otherwise within one year after the Closing Date.

Labor Matters. (a) Neither 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 Employee”), such offers to (i) provide that such employee will receive at least the same salary amounts and cash bonus opportunity as in effect with Seller, the Company nor any or one of its Subsidiaries is 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 hasequity-based compensation, since December 31, 2012, been, a party that are no less favorable in the aggregate than those provided to any collective bargaining agreement or any labor union contract or trade union agreement or work rules, nor are there any 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 Employees in its employ the Minimum Employment Terms; provided, however, that Purchaser and its Affiliates shall not be required to employ any Company Employee for any specified period of time and shall be able to terminate the employment of any Company Employee with or without notice, and for any lawful reason or no reason, subject to the terms of any applicable severance policy or plan of Purchaser or the employing Affiliate. Nothing in this Section 7.2(a) shall prohibit Purchaser or any of its Subsidiaries who are, Affiliates from changing or since December 31, 2012 have been, represented by a works council or a labor organization, nor, cancelling any benefits that it offers to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiariesemployees. (b) As 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 date “Purchaser Plans”) to treat, for purposes of this Agreementdetermining eligibility to participate and vesting (and, there is no material pending orsolely 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 predecessor employers to the Knowledge of extent the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees any Affiliate of the Company or the corresponding Benefit Plan provides past service credit) as service with Purchaser and its Subsidiaries and other Affiliates. Purchaser shall use commercially reasonable best efforts to cause each Purchaser Plan that is a welfare benefit plan, within the meaning of Section 3(1) of ERISA, (i) to waive any and all eligibility waiting periods, evidence of its Subsidiariesinsurability 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 included under the analogous Benefit Plan, and (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 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 Closing Date and the date on which the Company Employee begins participating in such Purchaser Plan. (c) As This Agreement is not intended by the parties to constitute a plan amendment to or create any obligations of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint parties with respect to any Purchaser Plan or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 relationshipBenefit Plan. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is has received notice since January 1, 2006 of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or has, since December 31, 2012, been, a party workplace safety and insurance/workers compensation laws to any collective bargaining agreement conduct an investigation of or affecting the Company or any labor union contract of its Subsidiaries and, to the Knowledge of the Company, no such investigation is in progress. (b) Except as set forth on Section 3.16(b) of the Company Disclosure Letter, (i) there is no (and have not been since January 1, 2006) strike or trade union agreement or work rules, nor are there lockout with respect to any employees of the Company or any of its Subsidiaries who are(“Employees”), or since December 31, 2012 have been, represented by a works council or a labor organization, nor, (ii) to the Knowledge of the Company, are therethere is no (and has not been since January 1, nor since December 31, 2012 have there been, any 2006) union organizing effort pending activities or proceedings of any labor union to organize any employees of threatened against the Company or any of its Subsidiaries. , (biii) As of the date of this Agreement, there is no material pending or, to (and has not been during the Knowledge of two year period preceding the Company, threateneddate hereof) unfair labor practice, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. dispute (cother than routine individual grievances) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and any of its Subsidiaries, taken as a whole. (div) Except as would there is no (and has not reasonably be expected, individually or in been during the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of two year period preceding the date of this Agreement, there are no complaints hereof) slowdown or lawsuits, pending work stoppage in effect or, to the Knowledge of the Company, threatened with respect to Employees, (v) the Company and its Subsidiaries are 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 its Subsidiaries. Neither the Company nor 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, no officer, employee, agent, or consultant of the Company or any of its Subsidiaries brought by or on behalf is in violation of any applicant for term of any employment, any current employee or any class of the foregoingconsultant, relating to any such Lawsnon-disclosure, non-competition, confidentiality, 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 relationshipsimilar agreement. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (ai) Neither None of the Company nor any of its Subsidiaries is or Group Companies has (A) has, or, since December 31the Lookback Date has had, 2012any material Liability for any arrears of wages or other compensation for services (including salaries, beenwage premiums, a party 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 (B) has or has had any Liability for any payment to any collective bargaining agreement trust or other fund governed by or maintained by or on behalf of any labor union contract Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or trade union agreement other benefits or work rules, nor are there obligations for any employees of any Group Company (other than routine payments to be made in the Company normal course of business and consistent with past practice); and (ii) the Group Companies have withheld all amounts required by applicable Law or any by agreement to be withheld from wages, salaries and other payments to employees or independent contractors or other service providers of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the each Group Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that except as has not and would not reasonably be expectedexpected to result in, individually or in the aggregate, to be material Liability to the Company Group Companies. (b) Since the Lookback Date, there has been no “mass layoff” or “plant closing” as defined by WARN related to any Group Company, and its Subsidiaries, taken the Group Companies have not incurred any material Liability under WARN nor are they reasonably expected to incur any material Liability under WARN as a wholeresult of the transactions contemplated by this Agreement. (c) 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) Except as would not reasonably be expectedThe Group Companies have, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with respects, promptly, thoroughly and impartially investigated all applicable localsexual harassment, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to or other discrimination, hours retaliation or policy violation allegations of work and which they are aware. With respect to each such allegation with potential merit, the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Group Companies have taken reasonable prompt corrective action that is reasonably calculated to prevent further improper conduct. No Group Company and its Subsidiaries have not received notice of reasonably expects any charge or complaint material Liability with respect to or any such allegations and is not aware of any material and substantiated allegations relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practicesofficers, directors, employees, contractors, or notice agents of the intent of any Governmental Entity responsible for the enforcement of laborGroup Companies, employmentthat, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, if known to the Knowledge of public, would bring the Company, 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 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 relationshipGroup Companies into material disrepute. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company Parent nor any of its Subsidiaries is or has, since December 31, 2012, been, a are party to any labor or collective bargaining agreement or any labor union contract or trade union and no such agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As is being negotiated as of the date of this Agreement. No labor organization has been elected as the collective bargaining agent of any employee or group of employees of the Company or its Subsidiaries, nor since January 1, 2012 has there is been union representation involving any of the employees of the Company or its Subsidiaries. There are no material (i) picketing, strikes, work stoppages, work slowdowns, lockouts or other job actions pending or, to 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 CompanyKnowledge of Parent, threatenedthreatened by or on behalf of any employee or group of employees of Parent or its Subsidiaries, (iii) election, petition or proceeding by a labor strikeunion 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, walkoutincluding wages and hours, work stoppagefair employment practices, slowdown 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 where the failure to be in compliance with the foregoing has not had and would not reasonably be expected to have, individually or lockout in the aggregate, a Parent Material Adverse Effect. Since January 1, 2012, there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to employees of the Company Parent or any of its Subsidiaries. (c) As of the date of this AgreementNo material complaints, there is no unfair labor practice charges, claims, litigations or labor arbitration proceeding pending actions against Parent or its Subsidiaries have been brought by or filed with (or, to the Knowledge of the CompanyParent, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of filed with) any applicant for employmentGovernmental Authority since January 1, any current employee 2012 based on, arising out of, in connection with, or any class of the foregoing, otherwise relating to any such Laws, the employment or alleging breach of any express or implied contract of employment, wrongful termination of employment or failure to employ by Parent or its Subsidiaries of any other discriminatory, wrongful or tortious conduct in connection with the employment relationshipperson. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or otherwise bound by any collective bargaining agreement or any with a labor union contract or trade union agreement or work ruleslabor organization, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a labor union, representative body, works council council, or a other labor organization, norand there are, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending no activities or proceedings of any labor union union, representative body, works council, or other organization to organize any employees of the Company or any of its Subsidiaries. (b) As Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such union or representative body. Since the date Applicable Date, neither the Company nor any of this Agreement, its Subsidiaries is the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice and there is no material pending or, to the Knowledge of the Company, threatened, nor has there been since the Applicable Date, any labor strike, walkoutboycott, dispute, walk-out, work stoppage, slowdown slow-down, lockout or lockout with respect to employees of any other similar event involving the Company or any of its Subsidiaries. (c. Set forth in Section 5.1(m) As of the date Company Disclosure Schedule is a listing of this Agreement, there is no unfair labor practice or labor all of the arbitration proceeding pending or, decisions since the Applicable Date affecting the employees subject to the Knowledge collective bargaining agreement detailed in Section 5.1(m) of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Disclosure Schedule. The Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance has complied in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint laws with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment and employment practices, or notice terms and conditions of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours and occupational health and safety. Neither the Company nor any of work, child labor, immigration, its Subsidiaries has any liability under the WARN Act or occupational safety and health laws to conduct an investigation with respect to any other similar Law requiring advance notification for the termination of employees. There have been no "mass layoff(s)" or relating to them "plant closing(s)" as defined by the WARN Act or notice that such investigation is in progress, and any other similar Law requiring advance notification for the termination of employees during the prior twenty-four (iii24) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against months. All employees working for the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class are listed in Section 5.1(m) of the foregoingDisclosure Schedule, relating to any such Lawswhich includes for each employee his or her (1) name, or alleging breach of any express or implied contract of employment(2) job title, wrongful termination of employment or any other discriminatory(3) salary, wrongful or tortious conduct in connection with the employment relationship. (e4) The Company is in compliance with all Laws relating to the confidentiality, security, use location and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to (5) union status. Neither the Company and nor any of its Subsidiaries, taken as Subsidiaries has assigned any employment contract or other employment agreement to which the Company and/or any of its Subsidiaries is a wholeparty.

Labor Matters. (a) Neither the Company OUTD nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other agreement with a labor union contract or trade union labor organization, nor is any such agreement presently being negotiated. Except as would not reasonably be likely to be material to OUTD and its Subsidiaries, taken as a whole, the execution of this Agreement and the consummation of the Transaction by OUTD (i) will not result in any breach or other violation of any collective bargaining agreement or work rules, nor are there any employees of the Company other agreement with a labor union or labor organization to which OUTD or any of its Subsidiaries who areis a party and (ii) does not require any notification to or consent by any labor union, labor organization or since December 31works council. (b) To the knowledge of OUTD, 2012 have beenand except as would not reasonably be expected to result in a material liability to OUTD and its Subsidiaries, represented taken as a whole, in the U.S. (i) there is no organizational effort currently being made or threatened by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings on behalf of any labor union union, works council, or labor organization to organize any employees of the Company OUTD or any of its Subsidiaries, (ii) no demand for recognition of any employees of OUTD or any of its Subsidiaries has been made by or on behalf of any labor union, works council or labor organization and (iii) no petition has been filed, nor has any proceeding been instituted by any employee of OUTD or any of its Subsidiaries or group of employees of OUTD or any of its Subsidiaries with any labor relations board or commission seeking recognition of a collective bargaining representative. (bc) As of the date of this Agreement, there There is no material pending or, to the Knowledge knowledge of the CompanyOUTD, threatened, material labor strike, walkoutdispute, work walk-out, work-stoppage, slowdown slow-down or lockout with respect to employees of the Company involving OUTD or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair except where such labor practice strike, dispute, walk-out, work-stoppage, slow-down or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedlockout, individually or in the aggregate, has not been and would not reasonably be likely to be material to the Company OUTD and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each Neither OUTD nor any of its Subsidiaries are has incurred any liability or obligation under the Worker Adjustment and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to discrimination, hours Retaining Notification Act of work and the payment of wages or overtime wages, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission 1988 or any other Governmental Entity responsible for the prevention of unlawful employment practices, similar state or notice of the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws local applicable Law prior 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 lawsuits, pending or, to the Knowledge of the Company, 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 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 relationshipAgreement that remains unsatisfied. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (ai) Neither the Company nor any of its Subsidiaries is or hasor, since December 31the Applicable Date, 2012, been, has 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 who areto, or since December 31is currently negotiating in connection with entering into, 2012 have been, represented by a works council or a labor organization, nor, to any Collective Bargaining Agreement. To the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of Applicable Date through the date of this Agreement, (A) there is have been no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown union or lockout works council organizing activities with respect to employees any of the Company or any of its Subsidiaries. Service Providers; and (cB) As of the date of this Agreement, there is have been no threatened material unfair labor practice charges, material labor grievances, material labor arbitrations, strikes, slowdowns, work stoppages, picketing, handbilling, lockouts or other material labor arbitration proceeding disputes pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that Subsidiaries. To the Knowledge of the Company, there are no current union representation organizational or similar efforts involving any Service Providers. (ii) Except as has not had, and would not reasonably be expectedexpected to have, individually or in the aggregate, to be material to a Material Adverse Effect, the Company and its SubsidiariesSubsidiaries are, taken 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 a wholeamended, or any similar Laws (“WARN Act”)), employee trainings and 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 Taxes, including any bargaining or other obligations under the National Labor Relations Act. (diii) The Company and each of its Subsidiaries is, and, since the Applicable Date, has been in material compliance with the WARN Act and has no material liabilities or other obligations thereunder. (iv) Except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be have a Material Adverse Effect, there has not been any Action relating to, or any act or material to the Company and its Subsidiariesallegation of or relating to, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to employment, including, without limitation, Laws relating to sex-based discrimination, hours of work and the payment of wages sexual harassment or overtime wagessexual misconduct, classification of employees and independent contractors, health and safety, layoffs and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice or breach of any charge sex-based discrimination, sexual harassment or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice sexual misconduct policy by an executive officer of the intent of any Governmental Entity responsible for the enforcement of laborCompany, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, nor has there are no complaints or lawsuits, pending orbeen, to the Knowledge of the Company, threatened against the Company any settlements or any of its Subsidiaries brought by similar out-of-court or on behalf of any applicant for employment, any current employee or any class of the foregoing, pre-litigation arrangement relating to any such Lawsmatters, 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 is in compliance with all Laws relating nor to the confidentiality, security, use and treatment Knowledge of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholehas any such Action been threatened.

Labor Matters. (a) 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 or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is has experienced any strike, lockout, work stoppage or hasslowdown involving its employees since June 1, 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 2003 through the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to date hereof. To the Knowledge knowledge of the Company, are thereas of the date hereof, nor since December 31, 2012 have there been, any pending activities or proceedings of any is no labor union to organize 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 such CBAs have been made available to Parent. As of the date hereof, neither the Company nor any of this Agreementits Subsidiaries is a party to, there 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 material unfair labor practice charge, labor arbitration or grievance pending or, to the Knowledge knowledge of the Company, threatenedthreatened in writing against the Company or its Subsidiaries, except for any such charge, arbitration or grievance that would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) 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 strikerelations, walkoutexcept for noncompliance that would not, work stoppageindividually or in the aggregate, slowdown have a Company Material Adverse Effect. (e) To the knowledge of the Company, as of the date hereof, no executive officer of the Company or lockout any of its Subsidiaries has given notice of resignation or retirement, or notice of any intent to resign or retire in connection with respect or following the Merger, to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. (a) Neither As of the date of this Agreement, except as set forth in Section 3.11 of the Company nor Disclosure Schedule, there are no agreements with, or, to the knowledge of the Company, pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for 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 the employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge of the Company’s knowledge, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries. (b) As of the date of this Agreement, there is no material pending or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints material representation or lawsuitscertification 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, pending or, to state or local labor relations tribunal or authority. To the Knowledge knowledge of the Company, threatened against 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 Disclosure 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 brought by as their exclusive bargaining agent at any time since January 1, 2007. To the knowledge of the Company, except as set forth in Section 3.11 of the Company Disclosure Schedule, (i) there are no labor strikes, work stoppages, slowdowns, lockouts or on behalf of any applicant for employmentother material labor disputes, any current employee other than routine grievance matters, now ongoing or threatened against or involving the Company or any class of the foregoing, relating to its Subsidiaries and (ii) there have not been any such Lawslabor strikes, work stoppages or alleging breach of any express or implied contract of employment, wrongful termination of employment other material labor disputes with respect to the Company or any other discriminatoryof its Subsidiaries at any time since January 1, wrongful or tortious conduct in connection with the employment relationship2007. (eb) The Neither the Company nor any of its Subsidiaries is in compliance currently or at any time since January 1, 2007 has been a party to, or otherwise bound by, any consent decree with all Laws any Governmental Entity relating to the confidentiality, security, use and treatment of employee information and personally identifiable data, except in each case employees or employment practices. Except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be material to have a Material Adverse Effect on the Company or any of its Subsidiaries, each of the Company and its SubsidiariesSubsidiaries are in compliance with all applicable state, taken as a wholefederal 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, 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 practices in violation of any law.

Labor Matters. (a) Neither Section 5.17(a) of the Company nor any Disclosure Schedule sets forth a true, correct, and complete list as of a date within thirty (30) days of the date hereof, of all (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 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 Subsidiaries is state and local equivalents (“FLSA”), job title or hasfunction, since December 31location (state), 2012paid 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 temporary work authorization (such schedule, the “Employee Census”). (b) No Seller is, or has ever been, a party to or otherwise bound by any collective bargaining agreement or any other Contract with a labor union contract or trade union labor organization with respect to the Business, no Seller is currently negotiating a collective bargaining agreement or work ruleswith respect to the Business, nor are there any employees and no U.S. employee of the Company or any of its Subsidiaries who areBusiness is, or since December 31, 2012 have the Reference Date has been, represented by a works council any union or a 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, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have there been, any pending activities or proceedings of any labor union to organize any U.S. employees of the Company Business or any of its Subsidiaries. (bii) As of labor dispute (e.g., strike, picketing, slowdown, lockout, unfair labor practice charge before the date 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 AgreementAgreement and the performance of this Agreement do not require the Sellers to seek or obtain any consent, there is no material pending orengage in consultation with, or issue any notice to the Knowledge of the Company, threatenedor make any filing with any unions, labor strikeorganizations, walkout, work stoppage, slowdown or lockout with respect to groups of U.S. employees of the Company or any of its SubsidiariesBusiness. (c) As of the date of this AgreementThe Sellers are not subject to any Order, there is no unfair labor practice consent decree, or labor arbitration proceeding pending orsettlement agreement that limits or affects their ability to manage their respective U.S. employees, service providers, or job applicants dedicated to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeBusiness. (d) Except as would not reasonably be expectedThe Sellers and the Business are, individually or in and since the aggregateReference Date have been, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable local, state, federal and foreign Laws relating to the employment of labor (including but not limited to those Laws related to the terms and conditions of employment, includingunfair labor practices, without limitationimmigration, Laws relating to wages, hours, FLSA classification, benefits, child labor, leaves of absence, discrimination, hours of work and the payment of wages or overtime wagesharassment, retaliation, WARN, classification of employees and independent contractors, worker health and safety, layoffs workers’ compensation, automated employment decisions tools (including artificial intelligence), and plant closings and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for employment related matter). The Sellers have not, since the prevention Reference Date, incurred, and no circumstances exist under which the Sellers would reasonably be expected to incur, any Liability arising from the failure to pay wages (including overtime wages), the misclassification of unlawful employment practicesemployees as independent contractors, the misclassification of employees as exempt from the requirements of the FLSA or similar state Laws, or notice of a joint-employer relationship. (e) Within the intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws past six (6) months prior 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, (i) there 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 been 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 Sellers have not received any “no match” notices from ICE, the 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 have 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, and no circumstances exist under which the Sellers would reasonably be expected to incur, any Liability resulting from an allegation of sexual harassment or sexual misconduct. (h) To the Knowledge of Seller, 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 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 complaints or lawsuits, Actions pending or, to the Knowledge of the CompanySeller, threatened to be brought or filed against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current employee or any class Sellers of the foregoingBusiness with any Governmental Body, relating to arbitrator or mediator by any such LawsU.S. employee, consultant or independent contractor of the Business, or alleging breach of by any express Governmental Body, arbitrator 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 is in compliance with all Laws mediator relating to the confidentialityemployment or engagement of any such U.S. employee, security, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expected, individually consultant or in the aggregate, to be material to the Company and its Subsidiaries, taken as a wholeindependent contractor.

Labor Matters. (a) Neither As of the date hereof, neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to or bound by 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 who are, or since December 31, 2012 have been, represented by a works council or collective bargaining agreement, nor is any such agreement being negotiated. Except as would not, individually or in the aggregate, reasonably be expected to have a labor organizationCompany Material Adverse Effect, northere are no labor-related strikes, walkouts or other work stoppages pending or, to the Knowledge of the Company, are therethreatened in writing, and, since January 30, 2022, neither the Company nor since December 31any of its Subsidiaries has experienced any such labor-related strike, 2012 have walkout or other work stoppage. To the Knowledge of the Company, as of the date of this Agreement, there beenis no pending organizing campaign, any pending activities or proceedings of any and no labor union or works council has made a pending written demand for recognition or certification, in each case, with respect to organize any employees of the Company or any of its Subsidiaries. (b) As Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are, and since January 30, 2022 have been, in compliance with all applicable Laws pertaining to employment and employment practices, including, but not limited to, wages, hours, compensation, employee classification (either as exempt or non-exempt, or as a contractor versus employee), fringe benefits, paid sick leave, employment or termination of employment, leave of absence rights, employment policies, immigration, terms and conditions of employment, labor or employee relations, affirmative action, government contracting obligations, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, whistle-blowing, privacy rights, harassment, discrimination, retaliation, and working conditions or employee safety or health. (c) Except as set forth in Section 4.13(c) of the date Company Disclosure Letter, since January 30, 2022, neither the Company or any of this Agreementits Subsidiaries has implemented a plant closing, mass layoff or other action which would trigger the notice requirements of the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable Laws (collectively, the “WARN Act”) and there is are no outstanding material pending or, to liabilities under the WARN Act. (d) To the Knowledge of the Company, threatenedin the past three (3) years, labor strike, walkout, work stoppage, slowdown no material allegation of sexual harassment has been made by or lockout with respect to employees against any officer or director of the Company or any of its SubsidiariesSubsidiaries in their capacity as such. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, 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 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 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, to be material to the Company and its Subsidiaries, taken as a whole.

Labor Matters. Except as set forth in Schedule 3.1(s) of the Company Disclosure Schedule or in the Company SEC Documents: (ai) Neither neither the Company nor any of its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or other current labor agreement with any labor union contract or trade union agreement or work rules, nor are there any employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, nor, to the Knowledge of the Company, are there, nor since December 31, 2012 have and there been, any pending activities or proceedings of any labor is no current union to organize any representation question involving employees of the Company or any of its Subsidiaries., nor does the Company or any of its Subsidiaries know of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees; (bii) As of the date of this Agreement, there is no material pending unfair labor practice charge or grievance arising out of a collective bargaining agreement or other grievance procedure against the Company or any of its Subsidiaries pending, or, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown or lockout with respect to employees knowledge of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending orthreatened, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expectedthat, individually or in the aggregate, has had or could reasonably be expected to be material to (A) have a Material Adverse Effect on the Company, (B) impair the ability of the Company and to perform its Subsidiariesobligations under any of the Transaction Documents in any material respect, taken as a whole. or (dC) Except as would not reasonably be expected, individually delay in any material respect or in prevent the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice consummation of any charge or complaint with respect to or relating to them pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices, or notice of the intent transactions contemplated by any of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and Transaction Documents; (iii) as of the date of this Agreementthere is no complaint, there are no complaints lawsuit or lawsuits, pending or, to the Knowledge of the Company, threatened against the Company or proceeding in any of its Subsidiaries brought forum by or on behalf of any present or former employee, any applicant for employment, any current employee employment or any class classes of the foregoing, relating to any such Laws, or foregoing alleging breach of any express or implied contract of employment, wrongful termination of any Law governing employment or any the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. (e) The relationship against the Company is in compliance with all Laws relating or any of its Subsidiaries pending, or, to the confidentialityknowledge of the Company or any of its Subsidiaries, securitythreatened, use and treatment of employee information and personally identifiable data, except in each case as would not reasonably be expectedthat, individually or in the aggregate, has had or could reasonably be expected to be (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; (iv) there is no strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of the Company and or any of its Subsidiaries, taken threatened, against or involving the Company or any of 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 could not 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; and (vi) There is no proceeding, claim, suit, action or governmental investigation pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, in respect to which any current or former director, officer, employee or agent of the Company or any of its Subsidiaries is or may be entitled to claim indemnification from the Company or 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 provided in any indemnification agreement to which the Company or any Subsidiary of the Company is a wholeparty or pursuant to applicable Law 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.

Labor Matters. (ai) 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 collection and payment of withholding and/or social security Taxes. The Company and its Subsidiaries have since January 1, 2010 met in all material respects all requirements required by Law relating to the employment of foreign citizens, including all requirements of the Immigration and Naturalization Act, as amended, that relate to Forms I-9, and to the 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 its Subsidiaries is or has, since December 31, 2012, been, a party to any collective bargaining agreement or any other labor union contract or trade union agreement or work rules, nor are there any applicable to its employees of the Company or any of its Subsidiaries who are, or since December 31, 2012 have been, represented by a works council or a labor organization, norand, to the Knowledge knowledge of the Company, there are there, nor since December 31, 2012 have there been, not any pending activities or 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 of its Subsidiaries has committed an unfair labor practice or any other violation of law relating to employee matters, 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 of its Subsidiaries. (b) As of the date of this Agreement. No material notices, there is no material pending orreports, to the Knowledge of the Company, threatened, labor strike, walkout, work stoppage, slowdown registrations or lockout with respect to employees of the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries that would reasonably be expected, individually or in the aggregate, other filings are required to be material to the Company and its Subsidiaries, taken as a whole. (d) Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries are and have been in compliance in all material respects 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 and collective bargaining, (ii) the Company and its Subsidiaries have not received notice of any charge or complaint with respect to or relating to them pending before the 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, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, and (iii) as of the date of this Agreement, there are no complaints or lawsuits, pending or, to the Knowledge of the Company, threatened against made by the Company or any of its Subsidiaries brought with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by the Company or on behalf any of any applicant for employmentits Subsidiaries from, any current employee works counsel, labor union or any class of the foregoing, relating to any such Laws, similar labor entity or alleging breach of any express or implied contract of employment, wrongful termination of employment or any other discriminatory, wrongful or tortious conduct governing body in connection with the employment relationshipexecution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) The 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, to be material to the Company and its Subsidiaries, taken as a whole.