Common use of Labor Matters Clause in Contracts

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 the SEC Filings, ZBB is not a party to or bound by any collective bargaining agreements or other agreements with labor organizations. ZBB has not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours. (b) There are (1) no labor disputes existing, or to ZBB’s Knowledge, threatened, involving strikes, slow-downs, work stoppages, job actions, disputes, lockouts or any other disruptions of or by ZBB’s employees, (2) no unfair labor practices or petitions for election pending or, to ZBB’s Knowledge, threatened before the Company Disclosure LetterNational Labor Relations Board or any other federal, state or local labor commission relating to ZBB’s employees, (3) no demands received by ZBB for recognition or certification heretofore made by any labor organization or group of employees is pending with respect to ZBB. To ZBB’s Knowledge, ZBB enjoys good labor and employee relations with its employees and labor organizations. (c) ZBB is, and at all times has been, in compliance with all applicable laws respecting employment (iiincluding laws relating to classification of employees and independent contractors) as and employment practices, terms and conditions of any date subsequent employment, wages and hours, and immigration and naturalization, except where the failure to the date of this Agreement except as would not, individually or in the aggregate, so comply could not reasonably be expected to have a Material Adverse Effect: (x) none , individually or in the aggregate. There are no claims pending against ZBB before the Equal Employment Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of the employees Civil Rights Act of 1964, the Company Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company 1983 or any of its Subsidiariesother federal, state or local Law, statute or ordinance barring discrimination in employment. (bd) The Company Except as disclosed in the SEC Filings and each except as would not be required to be disclosed in the SEC Filings, ZBB is not a party to, or bound by, any employment or other contract or agreement that contains any severance, termination pay or change of control liability or obligation, including, without limitation, any “excess parachute payment,” as defined in Section 280G(b) of the Internal Revenue Code of 1986, as amended. (e) ZBB has no liability for the improper classification by ZBB of its Subsidiaries are in compliance in all material respects with all applicable Laws relating employees as independent contractors or leased employees prior to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesClosing.

Labor Matters. (a) (i) As No labor organization or group of the date Service Providers of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letterany Party or its Subsidiaries has made a pending demand for recognition or certification, and (ii) as there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of such Party, threatened to be brought or filed, with the National Labor Relations Board or any other labor relations tribunal or authority. There are, and since the Applicable Date have been, no strikes, work stoppages, slowdowns, lockouts, material arbitrations or material grievances, or other material labor disputes pending or, to the Knowledge of such Party, threatened against or involving any Party or any of their respective Subsidiaries. No Party or its Subsidiaries is subject to or bound by any collective bargaining agreement or other Contract with, and no employee of any date subsequent Party or its Subsidiaries are represented by (with respect to their employment by such Party or its Subsidiaries), any labor union, works council, or other labor organization or employee representative. To the date Knowledge of this Agreement except such Party, there are, and since the Applicable Date have been, no union organizing activities pending or threatened with respect to employees of any Party or its Subsidiaries. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: Effect on such Party, (xi) none of the employees of the Company or each Party and its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contractare, and (z) there is no pending andsince the Applicable Date have been, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of respecting labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and healthstandards, workers’ compensation, pay equityterms and conditions of employment, employment and employment practices, the termination of employment, wages and hours, classification of employeesemployees as exempt or non-exempt, immigration, equal employment opportunities (including the prevention of sexual harassment), the provision of meal and rest breaks, pay for all working time, classification of independent contractors, employee training and notices, affirmative action, COVID-19, unemployment insurance, and the collection occupational safety and payment of withholding health, and (ii) no Party or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification WARN Act (“WARN”) or any similar state or local Law which that remains unsatisfied. (c) Except as would not have, and neither would not reasonably be expected to have, individually or in the Company nor aggregate, a Material Adverse Effect on such Party, there have been no written or other formal claims or investigations of harassment, discrimination, retaliation or similar actions against any senior manager, officer or director of such Party or its Subsidiaries has planned at any time since the Applicable Date. (d) To the Knowledge of such Party, since the Applicable Date, no allegations of sexual harassment have been made to such Party or announced its Subsidiaries against any “plant closing” individual in his or “mass layoff” her capacity as contemplated by WARN affecting any site a Service Provider to such Party or its Subsidiaries at a level of employment Senior Vice President or facility of the Company or any of its Subsidiariesabove.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of Neither the Company Disclosure Letternor any of its Subsidiaries is or has been a party to or bound by any collective bargaining agreement or other agreement with, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees no employee of the Company or its Subsidiaries is represented by a union andby, any labor union, works council, or other labor organization. There is no pending or, to the knowledge of the Company, no threatened union organizing efforts have been conducted representation petition involving employees of the Company or threatened since January 1, 2005 or are being conducted or threatened, (y) neither any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has knowledge of any activity of any labor organization (or Representative thereof) or employee group (or Representative thereof) to organize any such employees since the Applicable Date. (b) There is no unfair labor practice, charge or grievance arising out of a party to or is negotiating any collective bargaining agreement or any other agreement with any labor union, works council, or other labor Contractorganization or any other labor-related Proceeding against the Company or any of its Subsidiaries pending, and (z) there is no pending andor, to the Knowledge knowledge of the Company, there is threatened. (c) There is, and since the Applicable Date has been, no threatened material strike, picketdispute, slowdown, work stoppagestoppage or lockout pending, work slowdown or, to the knowledge of the Company, threatened, against or other organized labor dispute affecting involving the Company or any of its Subsidiaries. (bd) The Company and each of its Subsidiaries are are, and since the Applicable Date have been, in compliance in all material respects with all applicable Laws relating to the respecting employment, employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, wages and hours, collective bargainingworker classification, employment discrimination, civil rightsnon-retaliation, safety and healthsexual harassment or discrimination, workers’ compensation, pay equityfamily and medical leave, classification of employeesimmigration, recordkeeping and occupational safety and health requirements, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is there are no Proceedings pending or, to the Knowledge knowledge of the Company, threatened. Neither threatened against the Company nor or any of its Subsidiaries has incurred Subsidiaries, by or on behalf of any material liability applicant for employment, any current or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) former employee or any similar state class of the foregoing, relating to any of the foregoing applicable Laws, or local Law which remains unsatisfiedalleging breach of any express or implied Contract of employment, and other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since the Applicable Date, neither the Company nor any of its Subsidiaries has planned received any notice of the intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or announced any “plant closing” other Governmental Entity responsible for the enforcement of labor or “mass layoff” as contemplated by WARN affecting any site of employment or facility of Laws to conduct an investigation with respect to the Company or any of its SubsidiariesSubsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 Schedule 3.1(u) of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually Schedule or disclosed in the aggregate, reasonably be expected to have a Material Adverse Effect: Company SEC Documents: (xi) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other current labor Contractagreement with any labor union or organization, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility current union 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; (ii) There is no 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, that, individually or in the aggregate, has or could reasonably be expected to (A) have a Material Adverse Effect, (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; (iii) There is no complaint, lawsuit or proceeding in any forum by or on behalf of any present or former employee, any applicant for employment or any classes of the foregoing alleging breach of any express or implied contract of employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship against the Company or any of its Subsidiaries pending, or, to the knowledge of the Company, threatened, that, individually or in the aggregate, has or could reasonably be expected to (A) have a Material Adverse Effect, (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, threatened, against or involving the Company or any of its Subsidiaries that, individually or in the aggregate, has or could reasonably be expected to (A) have a Material Adverse Effect, (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 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 and could not reasonably be expected to (A) have a Material Adverse Effect, (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, 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 Certificate 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 is a party or pursuant to applicable Law that, individually or in the aggregate, has or could reasonably be expected to (A) have a Material Adverse Effect, (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. (a) (i) As of the date of this Agreement, except as set forth : (i) Parent and its Subsidiaries are in Section 6.10 compliance with each of the Company Disclosure Letter, and (ii) as collective bargaining agreements or other material contracts or agreements with any labor organization or other representative of employees to which any date subsequent of them is a party except those failures to the date of this Agreement except as would comply that are not, individually or in the aggregate, reasonably be expected likely to have a Parent Material Adverse Effect: ; (xii) none there is no unfair labor practice charge filed with the National Labor Relations Board or complaint pending or, to the Knowledge of the Parent, threatened, with regard to employees of Parent or any of its Subsidiaries, except those complaints that are not, individually or in the Company aggregate, reasonably likely to have a Parent Material Adverse Effect; (iii) there is no labor strike, material slowdown, material work stoppage or other material labor controversy in effect or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries; (iv) except as disclosed in the Parent Reports filed with the SEC prior to the date of this Agreement, no union certification or decertification petition has been filed (with service of process having been made on Parent or any of its Subsidiaries), or, to the Knowledge of Parent, threatened (or pending without service of process having been made on Parent or any of its Subsidiaries), that relates to employees of Parent or any of its Subsidiaries is represented by a union and, to the knowledge Knowledge of the CompanyParent, no union organizing efforts authorization campaign has been conducted, within the past 12 months; (v) Section 5.2(o)(v) of the Parent Disclosure Letter sets forth all grievance proceedings pending before the National Grievance Committee and, except as set forth in Section 5.2(o)(v) of the Parent Disclosure Letter, no grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending (with service of process having been made on Parent or any of its Subsidiaries), or, to the Knowledge of Parent, threatened (or pending without service of process having been made on Parent or any of its Affiliates), against Parent or any of its Subsidiaries related to any of their employees except those proceedings that are not, individually or in the aggregate, reasonably likely to have been conducted or threatened since January 1, 2005 or are being conducted or threatened, a Parent Material Adverse Effect; (yvi) neither the Company Parent nor any of its Subsidiaries is a party to to, or is negotiating otherwise bound by, any collective bargaining agreement consent decree with any Governmental Entity relating to employees or other labor Contract, and (z) there is no pending and, to the Knowledge employment practices of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company Parent or any of its Subsidiaries.Subsidiaries except those consent decrees that are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect; and (bvii) The Company Parent and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws agreements, contracts and policies relating to the employment, employment practices, wages, hours and terms and conditions of employment of laborthe employees except those failures to comply that are not, including all applicable Laws relating individually or in the aggregate, reasonably likely to wageshave a Parent Material Adverse Effect. Solely for purposes of this subsection (o), hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge clause (iii) of the Company, threatened. Neither the Company nor any definition of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closingParent Material Adverse Effect” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesshall not apply.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company Neither Parent nor any of its Subsidiaries is or has been a party to or is negotiating bound by any collective bargaining agreement or other labor Contractagreement with, and (z) there no employee of Parent or any of its Subsidiaries is represented by, any labor union, works council, or other labor organization. There is no pending andor, to the Knowledge knowledge of Parent, threatened union representation petition involving employees of Parent or any of its Subsidiaries. Neither Parent nor any of its Subsidiaries has knowledge of any activity of any labor organization (or Representative thereof) or employee group (or Representative thereof) to organize any employees since the Company, there Applicable Date. (b) There is no threatened material unfair labor practice, charge or grievance arising out of a collective bargaining agreement or any other agreement with any labor union, works council, or other labor organization or any other labor-related Proceeding against Parent or any of its Subsidiaries pending, or, to the knowledge of Parent, threatened. (c) There is, and since the Applicable Date has been, no strike, picketdispute, slowdown, work stoppagestoppage or lockout pending, work slowdown or, to the knowledge of Parent, threatened, against or other organized labor dispute affecting the Company involving Parent or any of its Subsidiaries. (bd) The Company Parent and each of its Subsidiaries are are, and since the Applicable Date have been, in compliance in all material respects with all applicable Laws relating to the respecting employment, employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, wages and hours, collective bargainingworker classification, employment discrimination, civil rightsnon-retaliation, safety and healthsexual harassment or discrimination, workers’ compensation, pay equityimmigration, classification of employeesrecordkeeping, family and medical leave and occupational safety and health requirements, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is there are no Proceedings pending or, to the Knowledge knowledge of Parent, threatened against Parent or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or any class of the Companyforegoing, threatenedrelating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Since the Company Applicable Date, neither Parent nor any of its Subsidiaries has incurred received any material liability or material obligation under notice of the Worker Adjustment and Retraining Notification Act (“WARN”) intent of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor or any similar state other Governmental Entity responsible for the enforcement of labor or local Law which remains unsatisfied, and neither the Company nor employment Laws to conduct an investigation with respect to Parent or any of its Subsidiaries has planned which would reasonably be expected to have, individually or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of in the Company or any of its Subsidiariesaggregate, a Parent Material Adverse Effect.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 3.10(a) of the Company Disclosure Letter, and Schedule: (iii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none no member of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries Seller Group is a party to or is negotiating any collective bargaining agreement agreement; (ii) each member of the Seller Group is in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages and hours, occupational safety and health, concerted activity, non-discrimination, termination of employment, facility closures and layoffs and notice thereof, hiring of non-United States citizens and the payment and withholding of employment-related Taxes and is not engaged in any material unfair labor or other labor Contract, and material unfair employment practices; (ziii) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint against or involving a member of the Seller Group pending or, to Sellers’ knowledge, threatened in writing before the National Labor Relations Board or any court; (iv) there is no pending or, to Sellers’ knowledge, threatened labor strike, or other material dispute, slowdown or stoppage pending against a member of the Seller Group; (v) no union certification or decertification petition has been filed and, to Sellers’ knowledge, no union authorization card campaign has been conducted relating to employees of any member of the Seller Group within the past twelve months; (vi) no material grievance proceeding or arbitration proceeding arising out of or under any collective bargaining agreement is pending or, to the Knowledge Sellers’ knowledge, threatened in writing against a member of the CompanySeller Group; (vii) there are no charges, threatened. Neither investigations, administrative proceedings or formal complaints of discrimination (including discrimination based upon sex, age, marital status, race, national origin, sexual preference, handicap, disability or veteran status) or violation of unfair labor practices involving a member of the Company nor Seller Group pending or, to Sellers’ knowledge, threatened or any events for any of its Subsidiaries has incurred any material liability the foregoing that are before or material obligation under could be brought before the Worker Adjustment and Retraining Notification Act (“WARN”) Equal Employment Opportunity Commission or any similar federal, state or local Law which remains unsatisfiedagency or court; (viii) there are no pending or, to Sellers’ knowledge, threatened charges, investigations, administrative proceedings or formal complaints of overtime or wage violations or worker classifications involving a member of the Seller Group pending before the Department of Labor or any other federal, state or local agency or court; (ix) there are no pending or, to Sellers’ knowledge, threatened citations, investigations, administrative proceedings or formal complaints of violations of local, state or federal occupational safety and health laws pending before the Occupational Safety and Health Administration or any federal, state or local agency or court involving a member of the Seller Group; (x) no member of the Seller Group has any liability under WARN and no employee terminations or other events have occurred that could result in any WARN liability for any member of the Seller Group or the Buyer and its affiliates, and neither the Company nor Sellers have provided to Buyers a true and correct list of (i) all “plants closings” (as defined in WARN) of any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility member of the Company Seller Group, if any, for the last six months and (ii) all employees of the Seller Group who were terminated for any reason with the 90-day period immediately preceding the Closing, and the reason for such termination; and (xi) all employees and independent contractors of the Seller Group have been properly classified as employees or any independent contractors under applicable law and no member of its Subsidiariesthe Seller Group is a co-employer with a leasing organization or other Person that is not a Subsidiary.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to any Collective Bargaining Agreement with respect to their respective employees with any labor organization, union, group or is negotiating any collective bargaining agreement association, or other labor Contractworks council, and (z) there is no pending and, to the Knowledge knowledge of the Company, there is are no threatened material strikeactivities or proceedings by any labor organization, picketunion, group or association to organize any such employees. There are no lockouts, strikes, slowdowns, work stoppagestoppages or, work slowdown to the knowledge of the Company, threats thereof by or other organized labor dispute affecting with respect to any employees of the Company or any of its Subsidiaries, nor have there been any such lockouts, strikes, slowdowns or work stoppages in the last six years. (b) The Company and each of its Subsidiaries are (i) is and has for the last six years been in material compliance in all material respects with all applicable Laws relating to the regarding employment of labor, including all applicable and employment practices and those Laws relating to wagesterms and conditions of employment, wages and hours, collective bargaining, employment discrimination, civil rights, occupational safety and health, health and workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding (ii) has no material charges or social security Taxes. No material complaints relating to unfair labor practice charge practices or complaint is unlawful employment practices pending or, to the Knowledge knowledge of the Company, threatenedthreatened against it before any Governmental Entity. Neither To the Company nor any knowledge of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedCompany, and neither the Company nor any of its Subsidiaries has planned or announced any material Liability with respect to any misclassification of any person as an independent contractor rather than as an “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the employee.” (c) The Company or any and each of its Subsidiaries, with respect to any current or former employee of the Company: (i) has withheld and reported all material amounts required by Law or by agreement to be withheld and reported with respect to wages, salaries and other payments in the last six years, (ii) is not materially liable for any arrears of wages or severance pay or any penalty for failure to comply with any of the foregoing in the last three years, 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 Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for such employees (other than routine payments to be made in the normal course of business and consistent with past practice).

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.17 of the Company Disclosure Letter, and Schedule: (iia) as of There are no material disputes or any date subsequent to the date of this Agreement except as would not, individually grievances or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andarbitrations pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary, on the one hand, and any of their respective employees or labor organizations representing such employees, on the other hand. Since December 31, 2000, to the knowledge of the Company, there has been no labor union or other employee organization organizing efforts have been conducted any employees of the Company or threatened since January 1, 2005 any Company Subsidiary into one or are being conducted or threatened, (y) neither more collective bargaining units. Neither the Company nor any of its Subsidiaries Company Subsidiary is a party to or is negotiating bound by any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company agreements or any of its Subsidiariesother agreements with a labor union, organization or works council. (b) The Company and each of its all Company Subsidiaries are in material compliance in all material respects with all applicable Laws relating to the laws respecting employment and employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety health and health, workers’ compensation, pay equity, classification of employeessafety, and wages and hours. (c) To the collection and payment of withholding or social security Taxes. No material Company's knowledge, neither the Company nor any Company Subsidiary has engaged in an unfair labor practice charge as defined in the National Labor Relations Act, and there is no unfair labor practice complaint or complaint other allegation of labor law violation against the Company or any Company Subsidiary pending before the National Labor Relations Board or any other Governmental Entity. (d) Since December 31, 2000, there has been no and there is pending no actual or, to the Knowledge knowledge of the Company, threatened. Neither threatened labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary. (e) Since December 31, 2000, neither the Company nor any Company Subsidiary has received notice of its Subsidiaries any actual or threatened investigation, charge or complaint against the Company or any Company Subsidiary with respect to employees pending before the Equal Employment Opportunity Commission or any other Governmental Entity regarding an unlawful employment practice. (f) Since December 31, 2000, (i) neither the Company nor any Company Subsidiary has incurred any material liability or material obligation under effectuated a "plant closing," as defined in the Worker Adjustment and Retraining Notification Act (“WARN”the "WARN Act"), affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries there has planned or announced any “plant closing” or “not occurred a "mass layoff” " (as contemplated by defined in the WARN Act) affecting any site of employment or facility of either the Company or any Company Subsidiary and (iii) neither the Company nor any Company Subsidiary has engaged in layoffs or employment terminations sufficient in number to trigger application of its Subsidiariesthe WARN Act or any similar state, local or foreign law or regulation.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to to, or is negotiating bound by, any collective bargaining agreement, contract or other agreement or other understanding with a labor Contract, and (z) there union or labor organization. Neither the Company nor any of its Subsidiaries is no pending and, subject to a strike or work stoppage or to any labor dispute. To the Knowledge knowledge of the Company, there is are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting involving employees of the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of To the Company’s knowledge, threatenedno Company employee 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 applicable Law. Neither the Company nor any of its Subsidiaries has incurred nor, to the Company’s knowledge, any material liability officer, employee, contractor, subcontractor or material obligation under agent of the Worker Adjustment and Retraining Notification Act (“WARN”) Company or any similar state such Subsidiaries has discharged, demoted, suspended, threatened, harassed or local Law which remains unsatisfied, and neither the in any manner discriminated against a Company nor employee or any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site in the terms and conditions of employment because of any act of any such employee described in 18 U.S.C. Section 1514A(a). (c) All of the employees of the Company and each of its Subsidiaries are either United States citizens or facility are legally entitled to work in the United States under the Immigration Reform and Control Act of 1986, as amended, other United States immigration Laws and the Laws related to the employment of non-United States citizens applicable in the state in which the employees are employed. Each of the Company and its Subsidiaries are in compliance with all applicable Laws relating to employment, employment practices, equal employment opportunity, immigration, collective bargaining, payment of social security and similar Taxes, and wages and hours, except where the failure to be in compliance would not have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth in Section 3.15(d) of the Company Disclosure Schedule, (i) each current employee of the Company or any of its SubsidiariesSubsidiaries has, (ii) substantially all such former employees whose relationships with the Company or a Subsidiary ended in the past five years have, and (iii) substantially all current consultants to the Company or any of its Subsidiaries (and substantially all such former consultants whose relationships with the Company or a Subsidiary ended in the past five years) in the electronic and software development areas have, executed and delivered to the Company a Confidentiality, Assignment of Inventions and Non-Compete Agreement substantially in the form included in Section 3.15(d) of the Company Disclosure Schedule and all such agreements (and all other similar agreements that may be listed in Section 3.15(d) of the Company Disclosure Schedule) are enforceable by the Company or Subsidiary party thereto in accordance with their terms, subject to general principles of equity, whether considered in a proceeding at law or in equity.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 Schedule 4.15 of the Company Disclosure LetterSchedule sets forth a list of all of the Company’s and Company Subsidiary’s and Nonprofit Organization’s employees, together with information about each employee’s employment agreement, if any, dates of employment, title, general duties, salary and (ii) as of any date subsequent other pertinent information. Except to the date extent not material to the Company, the Company Subsidiaries and the Nonprofit Organizations taken as a whole or as could not reasonably be expected to prevent, materially impair or materially delay the consummation of the transactions contemplated by this Agreement except as would notAgreement, in each case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (xi) none there are no pending or, to the knowledge of the Company, threatened organizational activities or demands in writing for recognition by a labor organization seeking to represent employees of the Company or its any Company Subsidiary or Nonprofit Organizations, and no such organizational activities or demands in writing for recognition have occurred in the past three years; (ii) to the knowledge of the Company, no question concerning representation exists respecting the employees of the Company, the Company Subsidiaries and the Nonprofit Organizations; (iii) no grievance, arbitration or complaint relating to labor or employment matters is represented pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary or Nonprofit Organization; (iv) neither the Company nor any Company Subsidiary or Nonprofit Organization is a party to or bound by any contract, collective bargaining agreement or works council agreement with any labor or similar organization; (v) there are no charges or Actions pending or, to the knowledge of the Company, threatened in writing, before the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration or any other Governmental Authority responsible for the prevention of unlawful employment practices; (vi) neither the Company nor any Company Subsidiary or Nonprofit Organization has received notice during the past three years of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting the Company, a union Company Subsidiary or a Nonprofit Organization and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, such investigation is in progress; (yvii) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company Subsidiaries and each of its Subsidiaries the Nonprofit Organizations are in compliance in all material respects with all applicable Laws relating to the employment of laborand employment practices, including all applicable Laws relating to wages, hourshours and terms and conditions of employment and immigration; (viii) there is no labor dispute, collective bargainingstrike or work stoppage against the Company, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and Company Subsidiaries or the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is Nonprofit Organizations pending or, to the Knowledge knowledge of the Company, threatened. Neither , and no such labor dispute, strike or work stoppage has occurred in the past three years; and (ix) there is no charge or complaint against the Company, the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) Nonprofit Organizations by the National Labor Relations Board or any similar state or local Law which remains unsatisfiedcomparable Governmental Authority pending or, and neither to the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility knowledge of the Company or any of its SubsidiariesCompany, threatened.

Labor Matters. (a) (iSection 5.13(a) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, Schedule contains a complete and (ii) as accurate list of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the all current employees of the Company and its Subsidiaries as of the date hereof, which includes the following information with respect to each such employee: (i) the employee’s name, (ii) the position held by the employee (and whether part- or full-time), (iii) the employee’s principal location of employment and the name of the applicable employer entity, (iv) the employee’s base salary, and 2020 bonus paid, (v) the employee’s date of hire, (vi) the employee’s leave status (and, if on leave, the nature of the leave and the expected return date), and (vii) exempt or non-exempt status under the Fair Labor Standards Act (for Company employees located in the United States). Section 5.13(a) of the Company Disclosure Schedule separately sets forth, for each individual independent contractor currently engaged by the Company or any of its Subsidiaries, such contractor’s name, a description of the nature of his/her services and rate of compensation. (b) Neither the Company nor any of its Subsidiaries is a party to, subject to, or in the process of entering into, any Labor Contract (whether written or unwritten) applicable to current or former Service Providers, nor are there any Service Providers represented by a works council or a labor organization or activities or proceedings of any labor union andto organize any Service Providers. The consent of or consultation with, 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 contemplated hereby. Since January 1, 2018, (i) the Company and each of its Subsidiaries has been in compliance in all material respects with all applicable Laws regarding labor and employment, including provisions thereof relating to wages, hours, collective bargaining, labor management relations, overtime, employee classification, discrimination, sexual harassment, civil rights, equal opportunity, affirmative action, work authorization, immigration, safety and health, plant closings and mass layoffs, workers compensation, continuation coverage under group health plans, wage payment and the payment and withholding of Taxes (collectively, the “Employment Laws”), (ii) there have been no pending or, to the knowledge of the Company, threatened complaints against the Company or its Subsidiaries regarding unfair labor practices before the National Labor Relations Board or any other Governmental Authority, (iii) there has been no union organizing efforts pending or, to the knowledge of the Company, threatened (and the Company does not otherwise reasonably anticipate), strike, labor dispute, slowdown, work stoppage or other labor stoppage or disruption with respect to the Company or any of its Subsidiaries, (iv) there have been conducted no pending or, to the knowledge of the Company, threatened Actions against the Company or threatened since any of its Subsidiaries with respect to the Employment Laws and (v) neither the Company nor any of its Subsidiaries has (x) taken any action which would constitute a “plant closing” or “mass lay-off” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988 or similar Law (collectively, “WARN”) or issued any notification of a plant closing or mass lay-off required by WARN, or (y) incurred any liability or obligation under WARN that remains unsatisfied. Neither the Company nor any of its Subsidiaries has any material liability with respect to any misclassification of: (A) any Person as an independent contractor rather than as an employee, (B) any employee currently self-employed or employed by another employer, or (C) any employee currently or formerly classified as exempt from any entitlement to overtime wages. Neither the Company nor any of its Subsidiaries has any “joint employer” liability with respect to any use of service providers, including any independent contractors or other Persons employed by a third-party employment agency or similar provider. Since January 1, 2005 2018: (x) no current or are being conducted former Service Provider has, to the knowledge of the Company, made allegations of sexual harassment against (A) any officer or threateneddirector of the Company or its Subsidiaries or (B) any Company employee who, directly or indirectly, supervises at least ten (10) Service Providers, and (y) neither the Company nor any of its Subsidiaries is have entered into any settlement agreement related to sexual harassment or sexual misconduct by a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its SubsidiariesService Provider. (bc) The Company has not received written notice that any Company officer or direct report of any Company officer presently intends to terminate his or her employment within one (1) year after the Closing. (d) With respect to COVID-19, the Company and each of its Subsidiaries are have materially complied with the applicable provisions of the Families First Coronavirus Relief Act and the CARES Act, and other applicable Law, and have used commercially reasonable efforts to take actions consistent with Centers for Disease Contribution and Prevention, Occupational Safety and Health Administration Department of Labor and applicable state guidelines, in compliance in all material respects with all applicable Laws relating to the employment of laboreach case, including all applicable Laws relating to wagesregarding employee testing and screening, hoursworkplace safety requirements, collective bargainingpaid and unpaid leave, employment discrimination, civil rights, safety and health, workers’ unemployment compensation, pay equity, classification of employeesoccupational health and safety, and the collection handling of positive COVID-19 cases, and payment of withholding or social security Taxeshas met all confidentially obligations and has complied with all privacy law and guidelines applicable to personal and/or health information relating to COVID-19. No material unfair labor practice charge or complaint is pending or, to the Knowledge Except as set forth in Section 5.13(d) of the CompanyCompany Disclosure Schedule, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any Subsidiary has, in response to COVID-19, furloughed or otherwise temporarily laid-off employees, terminated the employ of its Subsidiaries has planned any employee, reduced hours, wage or announced benefits of employees or provided written notice of any “plant closing” or “mass layoff” as contemplated by WARN affecting intent to do any site of employment or facility of the Company or any of its Subsidiariesforegoing.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and No labor disruptions or organizing activities (ii) as of including any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picketlabor dispute, work slowdown, work stoppage, work slowdown picketing or other organized labor dispute affecting the Company or any of its Subsidiaries. (blockout) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatenedthreatened against or affecting the Company or any Company Subsidiary, nor has any such disruption or activity occurred since January 1, 2020, (ii) neither the Company nor any Company Subsidiary is a party to, bound by (or otherwise subject to) or in the process of negotiating any labor, collective bargaining, works council or similar agreement (each, a “Labor Agreement”), (iii) none of the employees of the Company or any Company Subsidiary is represented by any labor union, works council, employee representative group or similar organization (each, a “Union”) with respect to his or her employment with the Company or any Company Subsidiary and (iv) no demand has been made or petition has been filed or Proceedings instituted by an employee or group of employees of the Company or any Company Subsidiary with any labor relations board or other Governmental Authority seeking recognition of any Union. No notice, consent or consultation obligations with respect to any employees of Company or any Company Subsidiary, or any Union, will be a condition precedent to, or triggered by, the execution of the Agreement or the consummation of the transactions contemplated hereby. (b) The Company and each Company Subsidiary are, and since January 1, 2020 have been, in compliance, in all material respects, with all applicable Laws relating to labor and employment matters, including fair employment practices, equal employment opportunity, disability rights, terms and conditions of employment, consultation with employees, immigration, wages, hours (including overtime and minimum wage requirements), compensation, workers’ compensation, unemployment insurance, classification of employees and individual independent contractors, employee leaves of absence, occupational safety and health, and collective or mass layoffs and plant closings. Neither the Company nor any Company Subsidiary has taken any action since January 1, 2020, that would (i) constitute a “Mass Layoff” or “Plant Closing” within the meaning of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARNWARN Act”) ), or any similar state state, local or foreign Law or (ii) otherwise trigger any liability or obligations under the WARN Act or any similar state, local Law which remains unsatisfiedor foreign Law. (c) There is not, and neither since January 1, 2020 there has been no, (i) Proceeding pending or, to the Knowledge of the Company, threatened by or before any Governmental Authority with respect to the Company nor or any Company Subsidiary concerning employment-related matters or (ii) Proceeding pending or, to the Knowledge of its Subsidiaries has planned the Company, threatened against or announced affecting the Company or any “plant closing” Company Subsidiary brought by any current or “mass layoff” as contemplated by WARN affecting any site of employment former applicant, employee or facility independent contractor of the Company or any of Company Subsidiary, in each case except as would not reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. (d) All employees of the Company have provided appropriate documentation demonstrating their authorization to work in the jurisdiction in which they are working. Each Person who requires a visa, employment pass or required permit to work in the jurisdiction in which he or she is working has produced a current visa, employment pass or such other required permit to the Company or the applicable Company Subsidiary. (e) The Company has provided to Parent correct and complete information as to each employee of the Company or any Company Subsidiary: current job title, date of hire, location, status as active or inactive, whether such individual is on a time limited visa, base pay, bonus target, whether such position is full- or part-time, exempt or non-exempt classification (for U.S. employees) and leave status and expected return date. (f) No current officer, director or employee of the Company or any Company Subsidiary at the level of Vice President or above has in the past five (5) years been the subject of any sexual harassment, sexual assault, sexual discrimination or other material misconduct allegations in connection with his or her employment with the Company or any Company Subsidiary. As of the date of this Agreement, no RemainCo Employee at the level of Vice President or above has given notice of termination of employment or otherwise disclosed plans to terminate his or her employment with the Company or any Company Subsidiary within the twelve (12) month period following the date of this Agreement.

Labor Matters. Section 7.12 of the Grizzly Disclosure Letter sets forth a list as of the date hereof of all collective bargaining agreements, contracts or other written agreements with a labor union or labor organization to which Grizzly or one of its Subsidiaries is a party as of the date hereof. Neither Grizzly nor any of its Subsidiaries is subject to a material labor dispute, strike or work stoppage. Neither Grizzly nor any of its Subsidiaries has any material obligation to inform or consult with any Grizzly employees or their representatives in respect of the transactions contemplated by the Transaction Agreements (including the Distribution). To the Knowledge of Grizzly, (a) (i) As there are no material organizational efforts with respect to the formation of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Lettera collective bargaining unit presently being made or threatened involving Grizzly employees, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries there is represented by a union not and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 2009 there has not been, any material union organizing effort pending or are being conducted threatened against Grizzly or threatened, its Subsidiary; (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (zb) there is no material unfair labor practice charge, complaint, labor dispute or labor arbitration proceeding (other than routine individual grievances) pending andor, to the Knowledge of the CompanyGrizzly, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company against Grizzly or any of its Subsidiaries. ; and (c) there is no material slowdown or work stoppage threatened with respect to Grizzly employees. To the Knowledge of Grizzly, (a) there is no material employment-related complaint, lawsuit or administrative proceeding (other than ones raising solely individual allegations) pending or threatened against Grizzly or any of its Subsidiaries and (b) The Company Grizzly and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the Laws, respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, (iii) collective bargaining and labor, including all applicable Laws relating to wages(iv) layoffs, hours(v) immigration, collective bargaining(vi) affirmative action, employment discrimination, civil rights, safety (vii) unemployment and health, workers’ workers compensation, pay equity, classification of employees(viii) employee health and safety, and (ix) the collection and payment of withholding or social security Taxestaxes and other withholdings. No material unfair labor practice charge or complaint is pending or, to the Knowledge As of the Companydate hereof, threatened. Neither the Company neither Grizzly nor any of its Subsidiaries has incurred any material liability or material obligation liabilities under the Worker Adjustment and Retraining Notification WARN Act (“WARN”) that would reasonably be expected to have, individually or any similar state or local Law which remains unsatisfiedin the aggregate, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesa Material Adverse Effect on Grizzly.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement or other agreement with a labor Contractunion, labor organization, works council or similar organization, and (z) there is no pending and, to the Knowledge of the Company, there is are no threatened material strikeactivities or Proceedings by any individual or group of individuals, picketincluding representatives of any labor unions, work stoppagelabor organizations, work slowdown works councils or other organized labor dispute affecting similar organizations, to organize any employees of the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employeesThere is no, and during the collection and payment of withholding or social security Taxes. No material prior three year-period, has not been any, strike, lockout, slowdown, work stoppage, unfair labor practice charge or complaint is other labor dispute, or arbitration or grievance pending or, to the Knowledge of the Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. The Company and each of its Subsidiaries is in compliance in all material respects with all applicable Laws regarding labor, employment and employment practices, terms and conditions of employment, wages and hours (including classification of employees, discrimination, harassment and equitable pay practices), and occupational safety and health. Neither the Company nor any of its Subsidiaries has incurred any material obligation or liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which that remains unsatisfied. (c) Since January 1, 2018: (i) to the Knowledge of the Company, no allegations of sexual harassment or other misconduct prohibited by the Company’s Code of Business and Ethical Conduct have been made against any current or former officer (during such former officer’s employment with the Company) or director of the Company; and (ii) neither the Company nor any of its Subsidiaries has planned have been involved in any Proceedings or announced mediations, or entered into any “plant closing” settlement agreements, related to allegations of sexual harassment or “mass layoff” as contemplated other misconduct prohibited by WARN affecting the Company’s Code of Business and Ethical Conduct by any site of current or former officer (during such former officer’s employment with the Company) or facility director of the Company or any of its SubsidiariesCompany.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (yA) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other current labor Contractagreement with any labor union, and works council or organization, (zB) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility union representation question involving employees of the Company or any of its Subsidiaries, and (C) 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. (ii) There is no unfair labor practice, charge or grievance arising out of a collective bargaining agreement, other current labor agreement with any labor union, works council or organization, or other grievance proceeding against the Company or any of its Subsidiaries pending, or, to the knowledge of the Company, threatened, other than such matters which would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (iii) Within the three-year period prior to the date of this Agreement there has been no unfair labor practice charge or complaint against the Company or any of its Subsidiaries or, to the knowledge of the Company, pending or threatened, before (A) the National Labor Relations Board or any similar state, provincial or foreign agency, or (B) the Equal Employment Opportunity Commission or any similar state, provincial or foreign agency responsible for the prevention of unlawful employment practices, other than such matters which would not be reasonably likely to have a Company Material Adverse Effect. (iv) There is no strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of the Company, threatened, against or involving the Company or any of its Subsidiaries, other than such matters which would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (v) Within the three-year period prior to the date of this Agreement, all reductions of workforce in connection with the Company’s restructuring have been carried out in accordance with all applicable laws, ordinances and regulations of any Governmental Entity, except for such failures that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Labor Matters. (a) (i) As Neither the Company nor any of the date of this its Subsidiaries is or has been a party to or bound by any Labor Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees no employee of the Company or its Subsidiaries is represented by a union andany labor union, works council, or other labor organization by way of certification, interim certification, voluntary recognition or succession rights. There is no pending or, to the knowledge of the Company, no threatened union organizing efforts have been conducted representation petition or threatened since January 1application involving employees of the Company or any of its Subsidiaries. As of the date hereof, 2005 or are being conducted or threatened, (y) 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 Applicable Date. As of the date hereof, 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 the date hereof, there is a party to or is negotiating any collective bargaining agreement or other labor Contractno, and (z) since the Applicable Date, there is has been no pending andunfair labor practice, charge or grievance arising out of a Labor Agreement or any other material labor-related Proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened. (c) As of the date hereof, there is is, and since the Applicable Date has been, no threatened material strike, picketorganized labor slowdown, concerted work stoppage, work slowdown lockout, picketing, handbilling, or other organized material labor dispute affecting pending, or, to the knowledge of the Company, threatened, against or involving the Company or any of its Subsidiaries. (bd) The Company and each of its Subsidiaries are are, and for the last three (3) years have been, in compliance in all material respects with all applicable Laws relating to the employment of respecting labor, including employment and employment practices including, without limitation, all applicable such Laws relating to wagesrespecting terms and conditions of employment, wages and hours, collective bargainingworker classification, employment discrimination, civil rightsretaliation, safety and healthharassment, workers’ compensation, pay equityimmigration, classification recordkeeping, family and medical leave, occupational safety, COVID-19, whistleblowing, disability rights or benefits, equal opportunity, human rights, plant closures and layoffs (including the WARN Act), employee trainings and notices, labor relations, employee leave issues, affirmative action, Office of employeesFederal Contract Compliance Programs regulations, child labor, unemployment insurance, and health requirements. There are, and in the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is last three (3) years have been, no Proceedings pending or, to the Knowledge knowledge of the Company, threatenedthreatened against the Company or any of its Subsidiaries, by or on behalf of any applicant for employment, any current or former employee or individual classified as an independent contractor or any class of the foregoing, relating to any of the foregoing applicable Laws, or alleging breach of any express or implied Contract of employment, other than any such matters described in this sentence that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In the last three (3) years, 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 expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has incurred is a federal government contractor or subcontractor or subject to the requirements of Executive Order 11246. (e) The Company and its Subsidiaries 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, the Company and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further improper action. The Company and its Subsidiaries do not reasonably expect any material liability liabilities with respect to any such allegations and do not have any knowledge of any allegations relating to officers, directors, employees, contractors, or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility agents of the Company or any of and its SubsidiariesSubsidiaries that, if known to the public, would bring the Company and its Subsidiaries into material disrepute.

Labor Matters. In each instance set forth in this Section 5.1.16, except for those matters which are not reasonably likely to result in a Material Adverse Change, (a) (i) As of the date of this Agreementthere are no strikes, except as set forth in Section 6.10 of the Company Disclosure Letterlockouts, and (ii) as of slowdowns or other material labor disputes against any date subsequent to the date of this Agreement except as would not, individually Loan Party or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andany Subsidiary thereof pending or, to the knowledge of the Companyany Loan Party, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (yb) neither the Company nor any of its Subsidiaries is a party hours worked by and payments made to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge employees of the CompanyLoan Parties comply with the Fair Labor Standards Act and any other applicable federal, there is no threatened material strikestate, picketprovincial, work stoppageterritorial, work slowdown local or other organized labor dispute affecting the Company foreign Law dealing with such matters, (c).no Loan Party or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state Law, (d) all payments due from any Loan Party and its Subsidiaries, or local Law for which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced claim may be made against any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company Loan Party or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party, (e) except as set forth on Schedule 5.1.16, no Loan Party or any Subsidiary is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement, (f) there are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Subsidiary has made a pending demand for recognition, (g) there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Official Body or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Subsidiaries, and (h) the consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Subsidiaries is bound.

Labor Matters. (a) (i) There are no collective bargaining or other labor union agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or any of its Subsidiaries is are represented by a any union and, with respect to their employment by the knowledge of the Company, no union organizing efforts have been conducted Company or threatened since such Subsidiary. (b) From January 1, 2005 or are being conducted or threatened2009 through the date of this Agreement, (y) neither the Company nor any of its Subsidiaries is a party has experienced any material labor disputes, union organization attempts or work stoppages, slowdowns or lockouts due to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiariesdisagreements. (bc) The Company and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargainingdiscrimination, employment discriminationsexual harassment, civil rights, immigration, safety and health, worker classification, workers’ compensation, pay equity, classification of employees, compensation and the collection and payment of withholding or Taxes, social security Taxes and similar Taxes. No There are no material lawsuits, grievances, arbitrations, administrative hearings, employment standards complaints, pay equity complaints, occupational health and safety charges, claims or investigations of wrongful (including constructive) discharge, employment discrimination or retaliation, sexual harassment, unfair labor practice charge charges or complaint is complaints or other material employment disputes of any nature pending or, to the Knowledge of the Company’s Knowledge, threatened. Neither , against the Company nor or any Subsidiary. The Company and each of its Subsidiaries has incurred any material liability or material obligation under are and have been in compliance with the Worker requirements of the Workers Adjustment and Retraining Notification Act and all similar state laws (the “WARNWARN Act”) and have no liabilities or any similar state or local Law which remains unsatisfied, and neither unfulfilled notice obligations pursuant to the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesAct.

Labor Matters. (a) The Company has provided Parent with a true and complete list of each employee of the Company or any Subsidiary as of the date hereof and in the case of each such employee, the following information, if applicable, as of the date hereof: (i) As title or position; (ii) date of hire; (iii) work location; (iv) whether full-time or part-time and whether exempt or non-exempt; (v) whether absent from active employment and if so, the date such absence commenced and the anticipated date of return to active employment; and (vii) annual base salary. The Company has provided Parent with a true and complete list of each individual independent contractor providing services to the Company or any Subsidiary as of the date hereof and in the case of this Agreementeach such individual independent contractor, except the following information as set forth in Section 6.10 of the Company Disclosure Letter, date hereof: (i) date of commencement of service; and (ii) as of any date subsequent to the date of this Agreement except as would not, individually independent contractor or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiariesconsulting fees. (b) The Company and each of its Subsidiaries are Subsidiary has been since January 1, 2015 and is in compliance in all material respects with all applicable Laws relating to the respecting employment and employment practices, terms and conditions of labor, including all applicable Laws relating to wages, hoursemployment, collective bargaining, employment discriminationdisability, civil rightsimmigration, safety health and healthsafety, wages, hours and benefits, harassment, non-discrimination in employment, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unemployment compensation. (c) There are no unfair labor practice charge charges or complaint employee grievance claims, actions or charges pending against the Company or any Subsidiary, and, to the Company’s Knowledge, no such charges have been threatened. (d) Neither the Company nor any Subsidiary is or 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 unit relating to any employee, director or independent contractor of the Company or any Subsidiary. 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. Neither threatened against the Company nor or any of its Subsidiaries has incurred any Subsidiary. (e) Except as would not result in material liability or material obligation under to the Worker Adjustment Company and Retraining Notification Act its Subsidiaries, taken as a whole, (“WARN”i) all individual independent contractors and consultants providing services to the Company or any similar state or local Law which remains unsatisfiedSubsidiary have been properly classified as independent contractors for purposes of all Laws, including Laws with respect to employee benefits, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility (ii) all employees of the Company or any of its SubsidiariesSubsidiary have been properly classified as overtime exempt or nonexempt under the Fair Labor Standards Act.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent With respect to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or and its Subsidiaries is represented by a union and, Subsidiaries: (a) to the knowledge Knowledge of the Company, there are no union organizing efforts have been conducted pending or threatened since January 1, 2005 unfair labor practice charges or are being conducted or threatened, employee grievance charges; (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (zb) there is no request for union representation, labor strike, dispute, slowdown or stoppage actually pending andor, to the Knowledge of the Company, threatened against the Company, and there is has been no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting such event during the 18 months preceding the date hereof; (c) the Company is not a party to any collective bargaining agreements; and (d) except as set forth in Section 5.20 of the Company Disclosure Schedule, the employment of each of the Company's employees is terminable at will (in accordance with Company policy, irrespective of the effect of any applicable Laws of any state) without cost to the Company except for payments required under the Plans and the payment of accrued salaries or wages and vacation pay. No employee or former employee has any of its Subsidiaries. (b) contractual right pursuant to any oral or written agreement to be rehired by the Company. The Company is, and each of its Subsidiaries are since January 29, 2000 has been, in compliance in all material respects with all applicable Laws relating to respecting employment and employment practices and the employment terms and conditions of laboremployment, including all applicable Laws relating to wages, wages and hours, collective bargainingincluding, without limitation, any such Laws respecting employment discrimination, civil rights, occupational safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge practices, except where such failure to comply would not have a Material Adverse Effect on the Company. The Company is not delinquent in any material respect in payments to its employees for any wages, salaries, commissions, bonuses or complaint is pending or, other direct compensation for any services performed by them or any amounts required to the Knowledge be reimbursed to such employees. Section 5.20 of the Company, threatened. Neither Company Disclosure Schedule contains an accurate list of all employment Contracts between the Company nor or any of its Subsidiaries has incurred and any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility employee of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this AgreementThere are no labor strikes, except as set forth in Section 6.10 of the Company Disclosure Letterdisputes, and (ii) as of any date subsequent to the date of this Agreement except as would not------------- slowdowns, individually stoppages or in the aggregatelockouts actually pending, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andor, to the knowledge of the Company, no union organizing efforts have been conducted threatened against or threatened since January 1, 2005 affecting Company or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries and during the past five years there have been no such actions; (ii) the Company is not a party to or is negotiating bound by any collective bargaining or similar agreement with any labor organization, or other by any work rules or practices agreed to with any labor Contract, and (z) there is no pending and, organization or employee association applicable to the Knowledge employees of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. ; (biii) The to the knowledge of the Company, there are no current union organizing activities among the employees of the Company or any of its Subsidiaries; (iv) true, correct and complete copies of all written personnel policies, rules or procedures applicable to employees of the Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating have been made available to the employment of laborParent; (v) there are no material complaints, including all applicable Laws relating to wagescharges, hoursarbitrations, collective bargainingcontroversies, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding lawsuits or social security Taxes. No material unfair labor practice charge or complaint is other proceedings pending or, to the Knowledge knowledge of the Company, threatened. Neither threatened in any forum against the Company nor or any of its Subsidiaries has incurred alleging breach of any material liability express or material obligation under implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship; (vi) there are no employment contracts or severance agreements with any employees of the Company or any of its Subsidiaries; and (vii) since the enactment of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) or any similar state or local Law which remains unsatisfiedthe "WARN Act"), and neither the Company nor -------- has not effectuated (A) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries has planned Subsidiaries, or announced any “plant closing” or “(B) a "mass layoff” " (as contemplated by defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.

Labor Matters. (a) (i) As The Company and each of its Subsidiaries is in compliance with all applicable Laws relating to employment, including those governing employment practices, the terms and condition of employment, compensation, payment of wages, health and safety, labor relations and plant closings, including the Americans with Disabilities Act, the Age Discrimination in Employment Act, ERISA, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Occupational Safety and Health Act and Title VII of the date Civil Rights Act of this Agreement1964, as amended (collectively, "Labor Laws"), except as set forth in Section 6.10 of the Company Disclosure Letterfor violations or failures to so comply, and (ii) as of any date subsequent to the date of this Agreement except as would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect: (x) none of Effect on the employees of Company. There is no Proceeding relating to any Employee pending by any Governmental Entity against the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating for the enforcement of any collective bargaining agreement or other labor Contract, and (z) there is no pending such Labor Law; and, to the Knowledge of the Company, there is no other Proceeding, investigation or inquiry pending or threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting by any Governmental Entity against the Company or any of its Subsidiaries. (b) The Subsidiaries for the enforcement of any such Labor Law. To the Knowledge of the Company, there is no notice, activity or Proceeding by any labor union, labor organization or other group seeking to represent Employees of the Company and each or any of its Subsidiaries are in compliance in all material respects with all applicable Laws relating or to organize any such Employees. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is the subject of any pending, or to the employment Knowledge of laborthe Company, including all applicable Laws relating to wagesthreatened Proceeding, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification investigation or inquiry asserting that the Company or any of employees, and the collection and payment of withholding or social security Taxes. No its Subsidiaries has committed any material unfair labor practice charge or complaint seeking to compel it to bargain with any labor union, labor organization or other group with respect to the Employees of the Company; nor is pending orthere pending, or to the Knowledge of the Company, threatened. Neither the Company nor , any of its Subsidiaries has incurred labor strike, material dispute, walk out, work stoppage, slow down or lockout involving any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesEmployees.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating otherwise bound by any collective bargaining agreement or other material Contract with a labor Contractunion, and (z) there is no pending andworks council, to labor organization or similar organization. To the Knowledge knowledge of the Company, there are no organizational efforts by any individual or group of individuals, including representatives of any labor organizations or labor unions, with respect to the formation of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries, nor has there been any demand for recognition from such group since January 1, 2012. Neither the Company nor any of its Subsidiaries is no threatened the subject of any material proceeding that asserts that the Company or any of its Subsidiaries has committed an unfair labor practice or that seeks to compel it to bargain with any labor union or labor organization. There is not pending or, to the knowledge of the Company, threatened, nor has there been since January 1, 2012, any labor strike, picketwalk-out, work stoppage, work slowdown slow-down, lockout, or other organized material labor dispute affecting dispute, or arbitration or grievance involving the Company or any of its Subsidiaries. The consummation of the Transactions shall not require the consent of, or advance notification to, any works councils, unions or similar labor organizations with respect to employees of the Company or any of its Subsidiaries. (b) The Except as has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in any material liability, the Company and each of its Subsidiaries are is in substantial compliance in all material respects with all applicable Laws relating to the employment of respecting labor, employment, discrimination in employment, fair employment practices (including all applicable Laws relating to wagesequal employment opportunity laws), hoursterms and conditions of employment, collective bargaining, employment discrimination, civil rights, safety and healthclassification of employees, workers’ compensation, pay equityoccupational safety and health, classification of employeesaffirmative action, employee privacy, plant closings, and wages and hours. (c) Except as has not resulted, and would not reasonably be expected to result, individually or in the collection and payment of withholding aggregate, in any material liability, there are no complaints, charges or social security Taxes. No material unfair labor practice charge or complaint is claims pending or, to the Knowledge knowledge of the Company, threatened. threatened against the Company or any of its Subsidiaries in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, 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. (d) Neither the Company nor any of its Subsidiaries has incurred any direct or indirect material liability liability, whether actual or material obligation contingent, with respect to any misclassification of any person as an independent contractor rather than an employee, with respect to any misclassification of any employee as exempt versus non-exempt under the Worker Adjustment Fair Labor Standards Act and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedminimum wage and/or overtime Law, and neither the Company nor any of its Subsidiaries has planned any notice or announced knowledge of any “plant closing” pending or “mass layoff” as contemplated threatened material claim by WARN affecting any site Person who is performing or has performed services for the Company or any of its Subsidiaries that he/she is or was misclassified for any purpose. (e) As of the date of this Agreement, to the Company’s knowledge, no current executive at Grade 19 or above has given notice of termination of employment with the Company or facility any of its Subsidiaries. To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is a party to or is bound by any noncompetition agreement with another party that may materially affect the business or operations of the Company and its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its the Company Subsidiaries is a party to or is negotiating otherwise bound by any collective bargaining agreement or other Contract with a labor Contractunion or labor organization, and (z) nor is the Company or any of the Company Subsidiaries the subject of any material proceeding that seeks to organize any employees or to compel the Company or any of the Company Subsidiaries to bargain with any labor union or labor organization nor is there is no pending andor, to the Knowledge of Company’s Knowledge, threatened, nor has there been for the Companypast three (3) years, there is no threatened material any labor strike, picketdispute, walk-out, work stoppage, work slowdown labor picketing, slow-down, lockout or, to the Company’s Knowledge, union organizing activity involving the Company or other organized labor dispute affecting any of the Company Subsidiaries. To the Company’s Knowledge, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made involving employees of the Company or any of its Subsidiaries. . The Company has previously made available to Parent correct and complete copies of all labor and collective bargaining agreements, or other Contracts with a labor union or labor organization to which the Company or any of its Subsidiaries is party or by which any of them are otherwise bound (bcollectively, the “Company Labor Agreements”). The consummation of the Merger and the other Transactions will not entitle any third party (including any employee, labor union or labor organization) to any payments from the Company or any of the Company Subsidiaries under any of the Company Labor Agreements. The Company and each the Company Subsidiaries have paid or made provision for payment of its Subsidiaries are in compliance all salaries, wages, and vacation pay accrued through the date of this Agreement in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxesrespects. No material unfair labor practice There is no charge or complaint is pending or, to the Knowledge Company’s Knowledge, threatened in writing before the National Labor Relations Board or any other labor relations tribunal or authority alleging material breach of any express or implied employment contract, unlawful discrimination in employment practices or any unfair labor practice by the Company or any of the Company, threatenedCompany Subsidiaries. Neither the Company nor any of its the Company Subsidiaries has any direct or indirect material liability, whether actual or contingent, with respect to any misclassification of any person as an independent contractor rather than as an employee, with respect to any misclassification of any employee as exempt versus non-exempt, or with respect to any employee leased from another employer. Neither the Company nor any of the Company Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “WARNWARN Act”) or any similar state or local Law which that remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As Neither the Company nor any Company Subsidiary is a party to, nor does the Company or any Company Subsidiary have a duty to bargain for, any collective bargaining agreement with a labor organization or works council representing any of its employees and, as of the date of this Agreement, except as set forth in Section 6.10 there are no labor organizations or works councils representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of the Company Disclosure Letteror any Company Subsidiary. To the knowledge of the Company, and (ii) as of any date subsequent to the date of this Agreement except as would notthere has not been any strike, individually slowdown, work stoppage, lockout, job action, picketing, labor dispute, union organizing activity, or in any threat thereof, or any similar activity or dispute, affecting the aggregateCompany, reasonably be expected to have a Material Adverse Effect: (x) none any Company Subsidiary or any of the employees of the Company or its Subsidiaries their employees. There is represented by a union not now pending, and, to the knowledge of the Company, no union organizing efforts have been conducted or Person has currently threatened since January 1in writing to commence, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material such strike, picketslowdown, work stoppage, work slowdown or other organized lockout, job action, picketing, labor dispute affecting or union organizing activity or any similar activity or dispute. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement there is no claim or grievance pending or threatened relating to any employment contract, wages and hours, plant closing notification, employment statute or regulation, privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, retaliation, immigration or discrimination matters involving any employee of the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of laborSubsidiary, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification charges of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge practices or complaint is harassment complaints, claims or judicial or administrative proceedings, in each case, which are pending or, to the Knowledge knowledge of the Company, threatened. Neither the Company nor threatened by or on behalf of any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility employees of the Company or Company Subsidiary. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and the Company Subsidiaries are in compliance with all applicable laws, statutes, rules and regulations respecting employment and employment practices, terms and conditions of employment of employees, former employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, fair labor standards, occupational health and safety, personal rights or any other labor and employment-related matters, and (ii) the Company and the Company Subsidiaries have properly classified all of its Subsidiariestheir service providers as either employees or independent contractors and as exempt or non-exempt for all purposes.

Labor Matters. (a) (i) As Neither of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement or other agreement with a labor Contractunion, labor organization, works council or similar organization, and (z) there is no pending and, to the Knowledge of the Company, there is are no threatened material strikeactivities or Proceedings by any individual or group of individuals, picketincluding representatives of any labor unions, work stoppagelabor organizations, work slowdown works councils or other organized labor dispute affecting similar organizations, to organize any employees of the Company or any of its Subsidiaries. (b) The Except as would not, individually or in the aggregate, have a Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of laborMaterial Adverse Effect, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employeesthere is no, and in the collection and payment of withholding or social security Taxes. No material last six (6) years there has not been any, strike, lockout, slowdown, work stoppage, unfair labor practice charge or complaint is other labor dispute, or arbitrations or grievances pending or, to the Knowledge of the Company, threatened, that may interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. The Company and each of its Subsidiaries is in compliance with all applicable laws regarding labor, employment and employment practices, wages and hours (including classification of employees, discrimination, harassment and equitable pay practices), and occupational safety and health, including the appropriate classification of all current or former Company Employees as “exempt” or “non-exempt” and the payment of appropriate overtime, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has incurred any material obligation or liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) of 1988 or any similar state or local Law which law that remains unsatisfied, and neither except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (c) There are no pending, or, to the Company’s Knowledge, threatened material Proceedings against the Company nor or any of its Subsidiaries has planned with respect to the classification or announced misclassification of Company Employees. (d) To the Company’s Knowledge, in the last four years, no allegations of harassment have been made against any “plant closing” individual in his or “mass layoff” her capacity as contemplated by WARN affecting (i) an officer of the Company or any site of employment its Subsidiaries, or facility (ii) a member of the Board of Directors of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement or other labor ContractCollective Bargaining Agreement, and (z) there is no pending and, to the Knowledge except as set forth on Section 3.13(a) of the CompanyCompany Disclosure Schedule, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting employee of the Company or any of its Subsidiaries. (b) The Subsidiaries is represented by a labor or trade union, works council or other labor organization or representative body with regard to their employment with the Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threateneda Subsidiary. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under is the Worker Adjustment and Retraining Notification Act (“WARN”) subject of an unresolved Claim asserting that it or any similar state such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act). (b) Since January 1, 2019, no labor union or local Law which remains unsatisfiedlabor organization or group of employees of the Company or any Subsidiaries has made a pending demand for recognition or certification, and, to the knowledge of the Company, there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or other labor relations authority. To the knowledge of the Company, since January 1, 2019, there have been no labor union organizing activities with respect to any employees of the Company or any Subsidiaries. No Collective Bargaining Agreement is being negotiated or renegotiated by the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is under any obligations to negotiate a Collective Bargaining Agreement. Since January 1, 2019, there has planned been no strike, work stoppage, slowdown or announced other material labor disruption or dispute involving the Company or any of its Subsidiaries pending or, or to the Company’s knowledge, threatened. The transactions contemplated by this Agreement (including the Merger) have not triggered and will not trigger any obligations to obtain the consent of or approval from any labor or trade union, works council, or other labor organization or employee representative body or similar obligation. (c) Since January 1, 2019, the Company and each of its Subsidiaries have been in compliance with all applicable Laws, Contracts, and Orders relating to employment, employment practices, hiring, background checks, compensation, immigration, employee leave, benefits (including with regard to disability), hours, wage and hour requirements, terms and conditions of employment, and the termination of employment, including the proper classification of employees as exempt or nonexempt from overtime pay requirements and the proper classification of individuals as contractors or employees, unemployment insurance, collective dismissals and the Worker Adjustment and Retraining Notification Act (together with any similar foreign, state, or local Law, the “WARN Act”), and any applicable similar foreign, state or local Laws, equal opportunity, plant closures and layoffs (including WARN), affirmative action, workers’ compensation, labor relations, accommodations, unemployment insurance, harassment or discrimination in employment, employee health and safety, privacy, collective bargaining or discipline, in each case for such non-compliance as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (d) Except as would not have or reasonably be expected to have a Material Adverse Effect, since January 1, 2019, 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. To the Company’s knowledge, 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). (e) Since January 1, 2019, neither the Company nor any of its Subsidiaries has carried out a “plant closing” or “mass layoff” (as contemplated by such terms are defined under the WARN affecting Act) or otherwise triggered liability under the WARN Act. In the six (6) month period prior to the date of this Agreement, there has been no “employment loss” (as defined under the WARN Act), layoff or material reduction in hours of work that, if continued, in the aggregate would reasonably be expected to constitute a “plant closing” or “mass layoff” under the WARN Act. (f) During the past three (3) years, to the knowledge of the Company, (i) the Company and its Subsidiaries have investigated all material allegations of discrimination, sexual or other harassment, or similar misconduct (“Misconduct”) of which their human resources representatives or executive employees are or were aware and have taken all legally required actions with respect to such allegations, (ii) there have been no material allegations of Misconduct involving any site officer or executive employee of employment the Company or facility any Subsidiary, and (iii) neither the Company nor any of its Subsidiaries have entered into any written settlement, non-disclosure, non-disparagement or similar agreement in connection with or to resolve any allegation of Misconduct against an officer or executive employee, in each case that would reasonably be expected to be materially injurious to the business or reputation of the Company or any of its SubsidiariesSubsidiaries or any of their officers.

Labor Matters. (aA) (i) As of There are no Legal Proceedings pending against the date of this Agreement, except as set forth in Section 6.10 Company or any of the Company Disclosure Letter, and (ii) as of Subsidiaries asserting that the Company or any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company Subsidiaries has committed an unfair labor practice, nor have any such Legal Proceedings been threatened to the knowledge of the Company. There are no collective bargaining agreements or its other labor union agreements to which the Company or any of the Company Subsidiaries is represented by a union party, and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1as of the date of this Agreement, 2005 or are being conducted or threatened, (y) neither the Company nor any of its the Company Subsidiaries is the subject of any Legal Proceeding seeking to compel any of them to bargain with any labor organization as to wages or conditions. To the Company's knowledge, since January 1, 2004, neither the Company nor any of the Company Subsidiaries was the subject of any labor union organizing activity or had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts. (B) The Company and each Company Subsidiary has materially complied and is in material compliance with all applicable Legal Requirements with respect to employment, immigration, occupational health and safety, and wages and hours. There are no Legal Proceedings pending, or, to the knowledge of the Company, threatened, against the Company or any of the Company Subsidiaries with respect to employment, immigration, occupational health and safety, or wages and hours and that would reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Part 3.22(b) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to Contract limiting the Knowledge right of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting Company to terminate the Company or employment of any of its SubsidiariesExecutives at will or requiring the payment of severance upon termination. (bC) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to To the employment of laborCompany's knowledge, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge there has not been a representation question respecting any of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility employees of the Company or any of its the Company Subsidiaries, there are no campaigns being conducted to solicit cards from or otherwise organize employees of the Company or any of the Company Subsidiaries to authorize representation by any labor organization, there has been no labor strike, slow-down or other concerted work stoppage with respect to the business activities of the Company or any of the Company Subsidiaries during the last three years, and no such labor strike, slow-down, or other concerted work stoppage is currently threatened. (D) To the Company's knowledge, no employee of the Company or any of the Company Subsidiaries are in any material respect in violation of any term of any employment agreement, non-disclosure agreement, noncompetition 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 the Company Subsidiaries because of (i) the nature of the business conducted or presently proposed to be conducted by the Company or any of the Company Subsidiaries or (ii) the use of trade secrets or proprietary information of others. No Executive of the Company or any of the Company Subsidiaries has given notice to the Company or any of the Company Subsidiaries that any such Executive intends to terminate his or her employment with the Company or any of the Company Subsidiaries. Except as set forth in Part 3.22(d) of the Company Disclosure Schedule, there are no Legal Proceedings pending or, to the knowledge of the Company, threatened, between the Company or any of the Company Subsidiaries and any of their respective current or former employees, which Legal Proceedings would reasonably be expected to have a Company Material Adverse Effect, individually or collectively.

Labor Matters. (a) (i) As of the date of this AgreementAgreement and during the past three (3) years, the Company and the Acquired Companies are and have been in compliance with all applicable Laws, Orders, Contracts, plans, and programs governing labor or employment, including all such Laws, Orders, Contracts, plans, and programs relating to discrimination or harassment in employment; terms and conditions of employment; termination of employment; wages; overtime classification; meal and rest breaks; employee leave requirements; child labor; occupational safety and health; plant closings; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; defamation; background checks and other consumer reports regarding employees and applicants; employment practices; negligent hiring or retention; affirmative action and other employment-related obligations on federal contractors and subcontractors; classification of employees, consultants and independent contractors; labor relations; collective bargaining; unemployment insurance; the collection and payment of withholding and/or social security taxes and any similar tax; employee benefits; and workers’ compensation (collectively, “Employment Matters”), except as set forth in Section 6.10 of where the Company Disclosure Letter, and (ii) as of any date subsequent failure to the date of this Agreement except as so comply would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect: . (xb) none Neither the Company nor any of the Acquired Companies is a party to, or bound by, any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related agreement or arrangement with any labor union, trade union, works council, or labor organization. No employees of the Company or its Subsidiaries any of the Acquired Companies is currently represented by a union andlabor union, to the knowledge trade union, works council, or labor organization. No labor union, trade union, works council, labor organization or group of employees of the CompanyCompany or any of the Acquired Companies has made a pending demand for recognition or certification, and there are no union organizing efforts have been conducted representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened since January 1, 2005 in writing to be brought or are being conducted filed with the National Labor Relations Board or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there relations tribunal or authority. There is no pending andnot, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting any union organizing activity with respect to any employees of the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security TaxesAcquired Companies. No strike, slowdown, picketing, work stoppage or other material unfair labor practice charge dispute by the employees of the Company or complaint the Acquired Companies is or has been pending during the past three (3) years, or, to the Knowledge of the Company, threatenedthreatened in writing. (c) There are no, and in the past three (3) years there have been no, pending, or to the Knowledge of the Company, threatened Legal Proceedings or arbitrations against or concerning the Company or any of the Acquired Companies relating to any Employment Matters. (d) To the Knowledge of the Company, (i) no employee or independent contractor of the Company or any of the Acquired Companies is in violation, in any material respect, of any material term of any employment contract, consulting contract, non-disclosure agreement, common law non-disclosure obligation, non-competition agreement, non-solicitation agreement, proprietary information agreement or any other agreement relating to confidential or proprietary information, intellectual property, competition, or related matters; and (ii) the continued employment by the Company and the Acquired Companies of their respective employees, and the performance of the contracts with the Company and the Acquired Companies by their respective independent contractors, will not result in any such violation. Neither the Company nor any of its Subsidiaries the Acquired Companies has incurred received any material liability or material obligation under notice alleging that any such violation has occurred within the Worker Adjustment and Retraining Notification Act past three (“WARN”3) or any similar state or local Law which remains unsatisfiedyears. (e) Within the past three (3) years, and neither none of the Company nor any of its Subsidiaries or the Acquired Companies has planned or announced any effectuated (i) a “plant closing” (as defined in the WARN Acts) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of the Acquired Companies; or (ii) a “mass layoff” (as contemplated by defined in the WARN Acts) affecting any site of employment or facility of the Company or any of its Subsidiariesthe Acquired Companies. Except as set forth on Section 4.12(e) of the Company Disclosure Schedule, no employee of any of the Company or any of the Acquired Companies has suffered an “employment loss” (as defined in the WARN Acts) within the preceding ninety (90) days. (f) The Company and the Acquired Companies are not a party to any contract or subcontract with the United States government or any department or agency thereof that, individually or in the aggregate, trigger any obligations under Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, and, to the Knowledge of the Company, no customers are using the products or services of the Company and the Acquired Companies to perform services or provide goods for the United States government or any department or agency thereof, or have included any reference to federal contracting, subcontracting or supplying, or otherwise referenced Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, in any Contract with the Company and the Acquired Companies. (g) In the last three (3) years, (i) to the Company’s Knowledge, no allegations of sexual harassment, sexual assault, sexual misconduct, gender discrimination or similar behavior (a “Sexual Misconduct Allegation”) have been made against any employee or independent contractor of the Company or any of the Acquired Companies, and (ii) neither the Company nor any of the Acquired Companies has entered into any settlement agreement, tolling agreement, non-disparagement agreement, confidentiality agreement or non-disclosure agreement, or any contract or provision similar to any of the foregoing, relating directly or indirectly to any Sexual Misconduct Allegation.

Labor Matters. (a) (i) As Section 5.1(n)(i) of the date Company Disclosure Letter sets forth an accurate and complete list of any collective bargaining agreement or other material agreement with a labor union or like organization that the Company or any of its Subsidiaries is a party to or otherwise bound by (collectively, the “Company Labor Agreements”), including the parties to each such agreement, and to the Company’s Knowledge, there are no activities or proceedings by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any employees of the Company or any of its Subsidiaries. The Company has made available to Parent accurate and complete copies of each Company Labor Agreement. The execution and delivery of this Agreement, except as set forth shareholder or other approval of this Agreement and the consummation of the transactions contemplated by this Agreement, either alone or in Section 6.10 combination with another event, will not entitle any third party (including any labor organization or Governmental Entity) to any material payments under any of the Company Disclosure LetterLabor Agreements, and (ii) as of any date subsequent to the date of this Agreement and, except as would not, individually or in the aggregate, reasonably be expected to have be a Company Material Adverse Effect: , the Company and its Subsidiaries are in compliance with their obligations pursuant to all notification and bargaining obligations arising under any Company Labor Agreements. (xii) none of Except as would not have, individually or in the employees of aggregate, a Company Material Adverse Effect, (A) there is no strike, lockout, slowdown, work stoppage, job action, picketing, unfair labor practice or other labor dispute pending or, to the Company’s Knowledge, threatened, (B) there is no unfair labor practice charge against the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to pending before the National Labor Relations Board or is negotiating any collective bargaining agreement or other comparable labor Contractrelations authority, and (zC) there is no pending andor, to the Knowledge Company’s Knowledge, threatened arbitration or grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any current or former employees of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (biii) The Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, since the Applicable Date, each of the Company and each of its Subsidiaries are has been in compliance in all material respects with the Company Labor Agreements and all applicable Laws relating to the employment of respecting labor, employment, fair employment practices (including all applicable Laws relating to wagesequal employment opportunity laws), hours, collective bargaining, employment discrimination, civil rights, safety terms and healthconditions of employment, workers’ compensation, pay equityoccupational safety and health, affirmative action, employee privacy and classification of employeesas (A) exempt from overtime, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. (B) a contractor. (iv) Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “WARNWARN Act”) or any similar state or local Law which that remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Neither Company nor any of its Subsidiaries is a party to to, or is negotiating bound by, any labor agreement, collective bargaining agreement agreement, work rules or practices, or any other labor-related Contract with any labor Contractunion, and (z) there is labor organization or works council. There are no pending andlabor agreements, collective bargaining agreements, work rules or practices, or any other labor-related Contracts that pertain to the Knowledge any of the Company, there is no threatened material strike, picket, work stoppage, work slowdown employees of Company of any of its Subsidiaries. No employees of Company or other organized any of its Subsidiaries are represented by any labor dispute affecting the organization with respect to their employment with Company or any of its Subsidiaries. (b) The No labor union, labor organization, works council or group of employees of Company and each or any of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employeeshas made a pending demand for recognition or certification, and the collection and payment of withholding there are no representation or social security Taxes. No material unfair labor practice charge certification proceedings or complaint is petitions seeking a representation proceeding pending or, to the Knowledge knowledge of the Company, threatened. Neither threatened to be brought or filed with the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) National Labor Relations Board or any similar state other Governmental Entity. To the knowledge of Company, there are no organizational attempts relating to labor unions, labor organizations or local Law which remains unsatisfied, and neither the Company nor works councils occurring with respect to any employees of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries. (c) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, (i) there are no unfair labor practice charges or complaints against Company or any of its Subsidiaries pending or, to the knowledge of Company, threatened before the National Labor Relations Board or any other Governmental Entity, (ii) there are no labor strikes, slowdowns, stoppages, walkouts, lockouts or disputes pending or, to the knowledge of Company, threatened against or affecting Company or any of its Subsidiaries, (iii) there are no pending or, to the knowledge of Company, threatened grievances or arbitration proceedings against Company or any of its Subsidiaries arising out of or under any labor agreement, collective bargaining agreement, work rules or practices, or any other labor-related Contract with any labor union, labor organization or works council and (iv) Company and its Subsidiaries have complied with all hiring and employment obligations under the Office of Federal Contract Compliance Programs rules and regulations. The execution and delivery of this Agreement did not, and the consummation of the transactions contemplated hereby will not, require any consent or approval of, or any consultation with, any labor union, labor organization, works council or group of employees of Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 3.16 of the Company Disclosure LetterSchedule, and (ii) as no Covered Entity has received written notice during the past two years of the intent of any date subsequent Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation Laws to the date conduct an investigation of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending Covered Entity and, to the Knowledge of the Company, there no such investigation is in progress. There is or are no (and has not or have not been during the two year period preceding the date hereof) (i) strikes or lockouts with respect to any employees of any Covered Entity (“Employees”); (ii) to the Knowledge of the Company, union organizing effort pending or threatened material strikeagainst any Covered Entity; (iii) unfair labor practice, picketlabor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, work stoppageto the Knowledge of the Company, work threatened against any Covered Entity; or (iv) slowdown or other organized labor dispute affecting work stoppage in effect or, to the Company or any Knowledge of its Subsidiaries. (b) The Company and each the Company, threatened with respect to Employees. To the Knowledge of its Subsidiaries the Company, the Covered Entities are in compliance in all material respects with all applicable Laws relating to the respecting employment and employment practices, terms and conditions of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, wages and the collection hours and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to practices. To the Knowledge of the Company, threatened. Neither the Company nor no Covered Entity has any of its Subsidiaries has incurred any material liability or material obligation liabilities under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (the “WARNWARN Act”) or any similar state or local Law which remains unsatisfiedas a result of any action taken by the Company. No Covered Entity is a party to any collective bargaining agreements. (b) Except as could not be reasonably be expected to result in any material liability to the Company, all individuals that have been or that are classified by the Company as independent contractors have been and are correctly so classified, and neither the Company nor any none of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” such individuals could reasonably be classified as contemplated by WARN affecting any site of employment or facility an employee of the Company or any of its SubsidiariesCompany.

Labor Matters. (a) (i) As There is no labor strike, dispute, slowdown, stoppage or lockout pending, or to the Knowledge of the date of this AgreementSellers, except as set forth in Section 6.10 of threatened with respect to the Company Disclosure LetterEmployees, and (ii) as of any date subsequent to the date of this Agreement except as would notnor have Sellers, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andthe Company Subsidiary experienced any such strike, dispute, slowdown, stoppage or lockout in the past with respect to the knowledge Company Employees. (b) None of Sellers, the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor Subsidiary or any other Affiliate of its Subsidiaries Sellers is a party to or is negotiating bound by any labor or collective bargaining agreement applicable to the Company, the Company Subsidiary or other to the Company Employees. (c) None of the Company Employees is represented by a labor Contractunion, and (z) there is no pending andpetition has been filed, to nor has any proceeding been instituted by any employee or group of employees with any labor relations board or commission seeking recognition of a collective bargaining representative. To the Knowledge of the CompanySellers, there is no organizational effort currently being made or threatened material strike, picket, work stoppage, work slowdown by or other organized on behalf of any labor dispute affecting the union to organize any Company or any of its SubsidiariesEmployees. (bd) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of laborThere is no grievance, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is complaint, or other controversy or dispute against the Company or the Company Subsidiary or regarding any Company Employee (singly or collectively) pending or, to the Knowledge of Sellers, threatened before any court, arbitrator or Governmental Entity. (e) None of the Company, threatened. Neither the Company nor any Subsidiary or Sellers (in their capacity as an employer of its Subsidiaries has incurred Company Employees), is in violation in any material liability or material obligation under the Worker Adjustment respect of any applicable Legal Requirements relating to employment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedemployment practices, wages, hours and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site terms and conditions of employment or facility with respect to Company Employees. (f) Section 3.22 of the Seller Disclosure Schedule sets forth, as of the date hereof, the name, title and total annual salary of each Company Employee. To the Knowledge of Sellers, no Company Employee has given written notice to Sellers, the Company or any the Company Subsidiary of its Subsidiarieshis or her intent to terminate his or her employment or service relationship with the Company.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.18(a) of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating otherwise bound by any collective bargaining agreement, contract or other agreement or other understanding with a labor Contractunion or labor organization. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, and (zi) there is no pending andmaterial pending, or to the Company’s Knowledge of the Companythreatened, there is no threatened material labor strike, picketor dispute, walkout, work stoppage, work slowdown slow-down or other organized labor dispute affecting lockout involving employees of the Company or any of its Subsidiaries. , (bii) The Company and each as of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labordate hereof, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material there is no unfair labor practice charge or complaint is against the Company or any of its Subsidiaries, either pending or, to the Knowledge Company’s Knowledge, threatened, (iii) no union is currently certified, and there is no union representation question and no union or other organizational activity that would be subject to the National Labor Relations Act (20 U.S.C. §151 et seq.) exists or, to the Company’s Knowledge, is threatened with respect to the Company’s or any of its Subsidiaries’ operations, (iv) there are no material claims by OSHA against the Company or any of its Subsidiaries, and (v) except as set forth in Section 4.18(b) of the Company Disclosure Letter, as of the date hereof, there are no complaints, charges or claims against the Company or any of its Subsidiaries pending, or to the Company’s Knowledge threatened, threatened. in writing 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. (c) Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act effectuated (“WARN”i) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment of the Company or any Subsidiary, or (ii) a “mass layoff” (as contemplated by defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company or any of its Subsidiaries been engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law, and none of the affected employees has suffered an “employment loss” (as defined in the WARN Act) since ninety days prior to the date hereof. Neither the Company nor any of its Subsidiaries has incurred any material liability under the WARN Act or similar state Laws which remains unpaid of unsatisfied. (d) Except as set forth in Section 4.18(d) of the Disclosure Letter, (i) the Company and its Subsidiaries are in material compliance with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder and (ii) the Company and its Subsidiaries are in material compliance with all Laws governing the employment of its employees, including, but not limited to, all such Laws relating to wages, hours, collective bargaining, discrimination, retaliation, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security Taxes and similar Taxes.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure LetterThere are no, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 2007, there have been no, collective bargaining or are being conducted or threatened, (y) neither other labor union agreements to which the Company nor or any of its the Company Subsidiaries is a party to or by which any of them is negotiating any collective bargaining agreement or other labor Contractbound. Since January 1, and (z) there is no pending and2007, to the Knowledge of the Company, there is has been no material labor union organizing activity or labor negotiations with any labor organization, or any actual or threatened material strike, picketemployee strikes, work stoppagestoppages, work slowdown picketing, leafleting, boycotts, slowdowns or other organized labor dispute affecting lockouts at the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws Subsidiary. Since January 1, 2007, no election or proceeding relating to the employment labor relations of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding Company or social security Taxes. No material unfair labor practice charge or complaint any Company Subsidiary is pending or, to the Knowledge of the Company, threatenedthreatened and, since January 1, 2007, no material unfair labor practice, charge or grievance has been filed against or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary. (b) Except as disclosed in Section 3.19(b) of the Company Disclosure Letter, there are no pending or, to the Knowledge of the Company, threatened material charges or complaints, and since January 1, 2007, there have been no material charges or complaints, of (i) unlawful harassment or discrimination, (ii) failure to pay wages or benefits owed, or (iii) any other labor or employment controversies of any kind, pending or threatened between the Company or any Company Subsidiary and any of their respective employees or their representatives. Since January 1, 2007, except as set forth in Section 3.19(b) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary: (x) has been found by a Governmental Entity to be in violation in any material respect of any Laws relating to employees or other labor-related matters; (y) is a party to, or otherwise bound by, any Consent decree with, or citation by, any Governmental Entity relating to its current or former employees, officers or directors, or employment practices; and (z) has not been subject to any audit or investigation by the Occupational Safety and Health Administration, the DOL or other similar Governmental Entity, or subject to material fines, penalties, or assessments associated with such audits or investigations. (c) Neither the Company nor any of its Subsidiaries Company Subsidiary, taken as a whole, has incurred any material liability liability, whether absolute or contingent, including any material obligation obligations under any Benefit Plan, with respect to any misclassification of any Person under any wage and hour laws, including any misclassification as an independent contractor or consultant rather than as an employee. (d) To the Knowledge of the Company, as of the date hereof and as of the Closing Date, all of the employees of the Company and each Company Subsidiary 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. (e) Since January 1, 2010, neither the Company nor any Company Subsidiary has experienced or effected a “plant closing” or “mass layoff,” as defined by the Worker Adjustment and Retraining Notification Act Act, 29 U.S.C. § 2101 et seq. (“WARN”) or any similar state or local Law which remains unsatisfiedLaws. Since January 1, and 2007, neither the Company nor any of its Subsidiaries Company Subsidiary has planned incurred any material liability or announced any “plant closing” or “mass layoff” as contemplated by obligation that remains unsatisfied under WARN affecting any site of employment or facility of the Company or any of its Subsidiariessimilar state or local Laws.

Labor Matters. (a) (i) As Each of the date Company and its Subsidiaries is in material compliance with all applicable Laws of this Agreementthe United States, except or of any state or local government or any subdivision thereof or of any foreign government respecting employment and employment practices, terms and conditions of employment, wages and hours and occupational safety and health, including without limitation the Immigration Reform and Control Act, the Worker Adjustment Retraining and Notification Act, any Laws respecting employment discrimination, harassment, retaliation, disability rights or benefits, equal opportunity, plant closure or mass or group layoff or separation issues, affirmative action, workers’ compensation, employee benefits, severance payments, COBRA, labor relations, collective bargaining, employee leave issues, wage and hour standards, occupational safety and health requirements and unemployment insurance and related matters. Except as set forth in specifically identified on Section 6.10 3.13 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any labor union or collective bargaining agreement or other labor Contract, and (z) there agreement. There is no unfair labor practice charge pending andor, to the Knowledge of Company’s Knowledge, threatened which if determined adversely to the Company or its Subsidiaries would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, there is are no threatened material strikeorganizational campaigns, picket, work stoppage, work slowdown petitions or other organized activities or proceedings of any labor dispute affecting union, workers’ council or labor organization (a) seeking to represent employees of the Company or any of its Subsidiaries. Subsidiaries or recognition by the Company or any of its Subsidiaries as the representative of a collective bargaining unit with respect to any of the employees of the Company or any of its Subsidiaries or (b) The compelling the Company and each or any of its Subsidiaries to bargain with any such labor union, works council or labor organization. There are in compliance in all no material respects with all applicable Laws relating to the employment of strikes, slowdowns, walkouts, work stoppages or other labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is -related controversies pending or, to the Knowledge of the Company’s Knowledge, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned experienced any such strike, slowdown, walkout, work stoppage or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of other labor-related controversy within the Company or any of its Subsidiariespast three (3) years.

Labor Matters. (a) Prior to the date of this Agreement, the Company has provided the Acquiror with a complete and accurate identified list of each employee of the Company, its Subsidiaries and the Group Companies as of a date reasonably practicably close to the date of this Agreement, together with (i) each such employee’s respective base salary or wage rate, (ii) current annual bonus opportunity, (iii) current title and work location, and (iv) status as exempt or non-exempt from overtime requirements. (b) As of the date of this Agreement, except neither the Company nor any of its Subsidiaries or the Group Companies is a party to any collective bargaining agreement or similar agreements with a labor organization. None of the Company Employees are represented by any labor organization or works council with respect to their employment with the Company or any of its Subsidiaries. To the knowledge of the Company, as set forth of the date of this Agreement, (i) there are no activities or proceedings of any labor organization to organize any of the Company Employees, and (ii) there is no, and since December 31, 2021 has been no, material labor dispute or strike, lockout, picketing, material grievances or collective labor disputes, labor-related hand-billing, collective slowdown, concerted and collective refusal to work overtime, or collective work stoppage or similar activity against the Company, any of its Subsidiaries or the Group Companies, in each case, pending or threatened. (c) Except as disclosed on Section 6.10 5.14(c) of the Company Disclosure Letter, no employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other material workforce changes affecting employees of the Company, its Subsidiaries and the Group Companies has occurred since December 31, 2021 or is currently contemplated, planned or announced. Since December 31, 2021, neither the Company, its Subsidiaries nor any Group Company has implemented any plant closings or employee layoffs that would trigger notice obligations under the WARN Act and any similar or local law. (iid) Except as disclosed on Section 5.14(d) of the Company Disclosure Letter, each of the Company, its Subsidiaries and the Group Companies are in material compliance with all applicable Laws regarding employment and employment practices, including all laws respecting terms and conditions of employment, health and safety, employee classification, 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, harassment policies, employee leave issues, the proper classification of employees and independent contractors, the proper payment of overtime and minimum wage, classification of employees as exempt and non-exempt, and unemployment insurance, and the Company and its Subsidiaries have not since December 31, 2021 been charged with 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. (e) As of the date subsequent hereof, there are no complaints, charges or claims against the Company, its Subsidiaries and the Group Companies pending or, to knowledge of the Company, threatened before any Governmental Authority based on, arising out of, in connection with or otherwise relating to the date employment, termination of this Agreement employment or failure to employ by the Company, its Subsidiaries or the Group Companies, of any individual, except as for those complaints, charges or claims which would not, individually or in the aggregate, reasonably be expected to have be material to the Company, taken as a Material Adverse Effect: whole. (xf) none All material payments due from the Company, any of its Subsidiaries or any of the Group Companies on account of wages or other compensation owed to employees, and employees health and welfare insurance and other benefits, have been paid or properly accrued as a liability on the books of the Company or Company, its Subsidiaries is represented by a union and, to or the Group Companies. (g) To the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1employee of the Company, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries or any of the Group Companies is a party to or is negotiating in any collective bargaining agreement material respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other labor Contract, and (z) there is no pending and, obligation to the Knowledge Company, its Subsidiaries or the Group Companies. To the knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown senior executive or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge key employee of the Company, threatened. Neither its Subsidiaries or the Company nor Group Companies is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, 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 employed by the Company, any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state of the Group Companies or local Law which remains unsatisfied(ii) to the knowledge or use of trade secrets or proprietary information. (h) To the knowledge of the Company, and neither no senior executive or other key employee of the Company nor Company, any of its Subsidiaries or any Group Company has planned provided notice of his or announced any “plant closing” her intention to terminate his or “mass layoff” her employment as a result of or following the consummation of the transactions contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesthis Agreement.

Labor Matters. There are no collective bargaining agreements or similar labor agreements or arrangements that are applicable to any SpinCo Business Employee to which a GPC Entity is a party or by which it is bound, including arrangements with works councils and other similar employee representative bodies. No SpinCo Business Employee is a Union Employee. As of the date hereof, (a) there are no material strikes or lockouts with respect to any Union Employees pending, or to the knowledge of GPC, threatened in writing, (ib) As there is no material union organizing effort pending or, to the knowledge of GPC, threatened in writing against the SpinCo Business, (c) there is no material unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of GPC, threatened in writing affecting the SpinCo Business and (d) there is no material slowdown, or work stoppage in effect or, to the knowledge of GPC, threatened in writing with respect to the SpinCo Business Employees, including any Union Employees. GPC and its Subsidiaries conduct, and since January 1, 2015 have conducted, the SpinCo Business, in all material respects, in compliance with all material Applicable Laws with respect to labor relations, employment and employment practices, including occupational safety and health standards. To the knowledge of GPC, as of the date of this Agreement, except as set forth no SpinCo Business Employee is in Section 6.10 violation of any material term of any employment or nondisclosure agreement, fiduciary duty or restrictive covenant for the Company Disclosure Letterbenefit of GPC or a former employer of any such employee. To the knowledge of GPC, and in the last five (5) years, no allegations of sexual harassment have been made against any current SpinCo Business Employee who is (i) an executive officer or (ii) as at the level of any date subsequent to the date of this Agreement except as would not, individually Senior Vice President or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiariesabove. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 Schedule 4.15 of the Company Disclosure LetterSchedule sets forth a list of all of the Company’s and Subsidiary’s and Nonprofit Organization’s employees, together with information about each employee’s employment agreement, if any, dates of employment, title, general duties, salary and (ii) as of any date subsequent other pertinent information. Except to the date extent not material to the Company, the Company Subsidiaries and the Nonprofit Organizations taken as a whole or as could not reasonably be expected to prevent, materially impair or materially delay the consummation of the transactions contemplated by this Agreement except as would notAgreement, in each case, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (xi) none there are no pending or, to the knowledge of the Company, threatened organizational activities or demands in writing for recognition by a labor organization seeking to represent employees of the Company or its any Company Subsidiary or Nonprofit Organizations, and no such organizational activities or demands in writing for recognition have occurred in the past three years; (ii) to the knowledge of the Company, no question concerning representation exists respecting the employees of the Company, the Company Subsidiaries and the Nonprofit Organizations; (iii) no grievance, arbitration or complaint relating to labor or employment matters is represented pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary or Nonprofit Organization; (iv) neither the Company nor any Company Subsidiary or Nonprofit Organization is a party to or bound by any contract, collective bargaining agreement or works council agreement with any labor or similar organization; (v) there are no charges or Actions pending or, to the knowledge of the Company, threatened in writing, before the Equal Employment Opportunity Commission, the Department of Labor, Occupational Safety and Health Administration or any other Governmental Authority responsible for the prevention of unlawful employment practices; (vi) neither the Company nor any Company Subsidiary or Nonprofit Organization has received notice during the past three years of the intent of any Governmental Authority responsible for the enforcement of labor or employment laws to conduct an investigation of or affecting the Company, a union Company Subsidiary or a Nonprofit Organization and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, such investigation is in progress; (yvii) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company Subsidiaries and each of its Subsidiaries the Nonprofit Organizations are in compliance in all material respects with all applicable Laws relating to the employment of laborand employment practices, including all applicable Laws relating to wages, hourshours and terms and conditions of employment and immigration; (viii) there is no labor dispute, collective bargainingstrike or work stoppage against the Company, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and Company Subsidiaries or the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is Nonprofit Organizations pending or, to the Knowledge knowledge of the Company, threatened. Neither , and no such labor dispute, strike or work stoppage has occurred in the past three years; and (ix) there is no charge or complaint against the Company, the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) Nonprofit Organizations by the National Labor Relations Board or any similar state or local Law which remains unsatisfiedcomparable Governmental Authority pending or, and neither to the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility knowledge of the Company or any of its SubsidiariesCompany, threatened.

Labor Matters. (a) (i) As None of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company Sellers nor any of its their Subsidiaries is a party to or is subject to, or currently negotiating in connection with entering into, any collective bargaining agreement or other agreement with any labor Contractunion, other employee representative body or any other similar organization. No labor union, other employee representative body or similar organization currently represents any Business Employees with respect to their employment with Sellers or the Subsidiaries of Sellers, and to Seller Parent’s Knowledge, no labor union, other employee representative body or similar organization, or any Business Employees have taken any action with respect to organizing any Business Employees (zincluding the filing of any petition or institution of any proceedings with any labor relations board seeking recognition of a bargaining representative or the making of any demand for recognition). None of Sellers nor their Subsidiaries with respect to any Business Employees has experienced during the past three (3) there is no pending years, any strikes, work stoppages, slowdowns, picketing, refusal to cross picket lines, grievances, claims of unfair labor practices, lockouts or other collective bargaining or union, employee representative body, works council disputes, and, to the Knowledge of the CompanySeller Parent’s Knowledge, there none is no threatened material strike, picket, work stoppage, work slowdown pending or other organized labor dispute affecting the Company or any of its Subsidiariesthreatened. (b) The Company Each Seller and each of its Subsidiaries are (i) is, and during the past three (3) years has been, in compliance in all material respects with all applicable Laws relating to the regarding employment of labor, including all applicable and employment practices and those Laws relating to wagesterms and conditions of employment, including without limitation Laws concerning classification of employees and independent contractors, wages and hours, collective bargainingchild labor, employment discriminationequity, civil rightsnondiscrimination, non-harassment and non-retaliation in employment, immigration occupational safety and health, health and workers’ compensation, pay equity, classification of employeesand (ii) has, and during the collection and payment of withholding past three (3) years has had, no charges or social security Taxes. No material complaints relating to unfair labor practice charge practices or complaint is unlawful employment practices pending or, to Seller Parent’s Knowledge, threatened against it before any Governmental Authority, in each case with respect to any Business Employee. (c) Neither the Knowledge execution and delivery of this Agreement nor the Transactions will require the consent of, or advance consultation with or notification to, any works councils, unions, other employee representative bodies or similar labor organizations. (d) Seller Parent has provided a complete and accurate Schedule of Business Employees as of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfieddate hereof, and neither sets forth for each individual listed on such Schedule the Company nor any following: (i) employee identification number and name; (ii) title or position (including whether full or part time); (iii) employing entity; (iv) hire date; (v) work location; (vi) current annual base compensation rate; (vii) commission, bonus or other incentive-based compensation; (viii) leave status and (ix) visa status (if applicable). To Seller Parent’s Knowledge, no Business Employee who is an executive or a key employee, and no group of its Subsidiaries Business Employees, has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site given notice of termination of employment or facility of otherwise disclosed plans to terminate employment within the Company or any of its Subsidiariestwelve (12) month period following the date hereof.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.11 of the Disclosure Schedule, neither the Company nor any U.S. Subsidiary is a party to any collective bargaining agreement, trade union or other labor union contract applicable to persons employed by the Company or any U.S. Subsidiary or Foreign Subsidiary. Except as set forth in Section 4.11 of the Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (xi) neither the Company nor any U.S. Subsidiary or Foreign Subsidiary has breached or otherwise failed to comply with any provision of any such agreement or contract, and there are no grievances outstanding against the Company or any U.S. Subsidiary or Foreign Subsidiary under such agreement or contract, (ii) none of the employees of the Company or its U.S. Subsidiaries or Foreign Subsidiary is represented by a union, (iii) to the knowledge of the Company no union organizing efforts have been conducted within the last three years or are now being conducted, and (iv) there is no, and, to the knowledge of the Company, no union organizing efforts have there has not been conducted or threatened since January 1, 2005 or are being conducted (nor is there pending or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picketslowdown, work stoppage, work slowdown stoppage or other organized labor dispute affecting lockout by or with respect to any employees of the Company or any of its SubsidiariesU.S. Subsidiary or Foreign Subsidiary. (b) The Company and each of its U.S. Subsidiaries are and Foreign Subsidiaries is in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, equity and the collection and payment of withholding or and/or social security Taxes. No material unfair labor practice charge taxes, except where the failure to comply would not, individually or complaint is pending orin the aggregate, reasonably be expected to the Knowledge of the Company, threatenedhave a Company Material Adverse Effect. Neither the Company nor any of its U.S. Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law within the last six months which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 None of the Company Disclosure Letteror the Company Subsidiaries is party to any collective bargaining or works council agreement (each a “Collective Agreement”) covering any of its employees, and (ii) as other than industry-wide agreements outside of any date subsequent to the date of this Agreement except U.S. Except as would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (xa) none of the with respect to employees of the Company or its Subsidiaries is represented by a union andany Company Subsidiary: (i) there are no labor-related strikes, to the knowledge of the Companywalkouts, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement lockouts or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is stoppages pending or, to the Knowledge of the Company, threatened. Neither threatened in writing; and (ii) no labor union or group of employees has made a presently pending written demand for recognition or certification and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (b) the Company nor any and the Company Subsidiaries are in compliance with all applicable Laws respecting labor and employment, fair employment practices, terms and conditions of its Subsidiaries has incurred any employment, applicant and employee background checking, immigration, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, worker classification, withholding of Taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues, affirmative action and unemployment insurance and related matters. Except as would not reasonable be expected to result in material liability or material obligation under to the Worker Adjustment and Retraining Notification Act (“WARN”) Company or any similar state or local Law which remains unsatisfiedCompany Subsidiary, and neither (a) none of the Company nor any of its or the Company Subsidiaries has planned has, since December 31, 2017, entered into a settlement agreement with a current or announced any “plant closing” former officer, director or “mass layoff” as contemplated by WARN affecting any site of employment or facility employee of the Company or any Company Subsidiary resolving allegations of its Subsidiariessexual harassment or misconduct by an officer, director or employee of the Company or any Company Subsidiary at the level of Vice President or above, and (b) there are no, and since December 31, 2017, there have not been any litigations pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary, in each case, involving allegations of sexual harassment or misconduct by an officer, director or employee of the Company or any Company Subsidiary at the level of Vice President or above.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement, collective bargaining relationship or any other material agreement with any trade union or other labor Contractorganization, and (z) and, as of the date of this Agreement, there is no pending and, to the Knowledge union representation petition involving employees of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. To the Company’s knowledge, no union organizing activities are underway or threatened with respect to the Company or any of its Subsidiaries and no such activities have occurred within the past three (3) years. (bii) The Company and each As of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment date of laborthis Agreement, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material there is no unfair labor practice charge or complaint is pending grievance arising out of a collective bargaining agreement or other labor grievance proceeding against the Company or any of its Subsidiaries pending, or, to the Knowledge knowledge of the Company, threatened before any Governmental Entity, other than such matters which do not and are not reasonably likely to have a Company Material Adverse Effect. (iii) There is no strike, material slowdown, work stoppage, lockout or other material labor dispute involving employees of the Company or any of its Subsidiaries that is pending, or, to the knowledge of the Company, threatened. Neither , against or involving the Company nor or any of its Subsidiaries, and no such dispute has occurred within the past two (2) years. (iv) With respect to this transaction, any collective bargaining by the Company or any of its Subsidiaries required under any Law or collective bargaining agreement has incurred any material liability been or material obligation under will be initiated prior to Closing. (v) Within the Worker Adjustment and Retraining Notification Act past three (“WARN”3) or any similar state or local Law which remains unsatisfiedyears, and neither the Company nor any of its Subsidiaries has planned implemented any employee layoffs implicating the Worker Adjustment and Retraining Notification Act of 1988 or announced any similar applicable law (collectively, the “plant closing” or “mass layoff” as contemplated WARN Act”). The Company has provided to Parent a true and complete list of employee layoffs, by WARN affecting any site of employment or facility of date and location, implemented by the Company or any and each of its SubsidiariesSubsidiaries in the 90 day period preceding the date hereof.

Labor Matters. (a) (iSection 3.16(a) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure LetterSchedule contains a list, and (ii) as of any date subsequent to the date hereof, of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the all employees of the Company or and each of its Subsidiaries is represented by whose annual rate of compensation exceeds U.S. $150,000 per year, along with the position and the annual rate of cash compensation of each such person. Each current or past employee of the Company or any of its Subsidiaries has entered into a union and, to the knowledge confidentiality and assignment of inventions agreement with the Company, no union organizing efforts have a copy or form of which has previously been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither delivered to the Parent. Neither the Company nor any of its Subsidiaries is a party to or is negotiating otherwise bound by any collective bargaining agreement, contract or other agreement or other understanding with a labor Contractunion or labor organization. Neither the Company nor any of its Subsidiaries is the subject of any proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or is seeking to compel it to bargain with any labor union or labor organization that, and (z) individually or in the aggregate, have had a Company Material Adverse Effect, nor is there is no pending andor, to the Knowledge knowledge of the Company, there is no threatened material threatened, any labor strike, picketdispute, walkout, work stoppage, work slowdown slow-down or other organized labor dispute affecting lockout involving the Company or any of its Subsidiaries. (b) . The Company and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws relating foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to its current or former employees. (b) Except as disclosed in the Company SEC Reports filed prior to the employment date of laborthis Agreement, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility no employee of the Company or any of its SubsidiariesSubsidiaries (i) has an employment agreement, (ii) to the Company’s knowledge 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 the Company or any of its Subsidiaries because of the nature of the business conducted or presently proposed to be conducted by the Company or any of its Subsidiaries or to the use of trade secrets or proprietary information of others, or (iii) in the case of any key employee or group of key employees, has given notice to the Company or any of its Subsidiaries that such employee or any employee in a group of key employees intends to terminate his or her employment with the Company.

Labor Matters. (a) (i) As None of the date Acquired Companies is a party to, or bound by, any collective bargaining agreement or Contract with a labor union or labor organization. There is no unfair labor practice or labor arbitration proceeding pending or, to the knowledge of this AgreementSeller and the Acquired Companies, except as set forth in Section 6.10 threatened against any of the Company Disclosure LetterAcquired Companies relating to their business. To the knowledge of Seller and the Acquired Companies, and (ii) as there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of any date subsequent of the Acquired Companies. There are no controversies pending or, to the date knowledge of this Agreement except as would notSeller and the Acquired Companies, threatened between any of the Acquired Companies and any of their respective employees, which, individually or in the aggregate, have or would reasonably be expected to have a Material Adverse Effect: (x) none Effect on the Company. Neither Seller, nor any Acquired Company has received notice of any strikes, slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to any employees of any of the employees Acquired Companies. (b) Except as set forth on Schedule 4.11(b) of the Company or its Subsidiaries is represented by a union andDisclosure Schedule, to the knowledge of Seller and the Acquired Companies, no executive officer or director of any Acquired Company or any other employee of any Acquired Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to to, or is negotiating otherwise bound by, any collective bargaining agreement or other labor Contract, including any confidentiality, noncompetition, or proprietary rights agreement, between such officer, director or employee and any other Person that in any way adversely affects or will affect (zi) there is no pending andthe performance of his or her duties as an officer, to the Knowledge director or employee of the Acquired Companies, or (ii) the ability of any Acquired Company to conduct its business, including any such Contract with Seller or its Affiliates (other than the Acquired Companies). No Key Employee or any director of any Acquired Company has threatened to terminate his or her employment with such Acquired Company, there is no threatened material strike, picket, work stoppage, work slowdown as a result of the transaction contemplated hereby or other organized labor dispute affecting the Company or any of its Subsidiariesotherwise. (bc) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”Except as set forth on Schedule 4.11(c) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company Disclosure Schedule, no charges have been filed claiming employment discrimination or unfair labor practices against or involving any Acquired Company, and to the knowledge of its SubsidiariesSeller and the Acquired Companies, no such charges are threatened.

Labor Matters. (a) Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, the Company 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. (ib) As Neither the Company nor any of its Subsidiaries is, or from January 1, 2018 to the date of this Agreement has been, a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement or any other similar agreement with any labor organization, labor union or other employee representative, and, to the Company’s knowledge, from January 1, 2018 through the date of this Agreement, there has not been any organizational campaign, card solicitation, petition or other unionization or similar activity seeking recognition of a collective bargaining or similar unit relating to any director, officer, or employee of the Company or any of its Subsidiaries. Except as has not had, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, except (i) there are no Unfair Labor Practice (as set forth defined in Section 6.10 the National Labors Relations Act) 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 representation questions involving any director, officer, or employee (including any former director, officer, or employee) of the Company Disclosure Letteror any of its Subsidiaries with respect to the Company or its Subsidiaries, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract2018 there has not been, and (z) there is is, no labor strike, slowdown, stoppage, picketing, interruption of work or lockout pending andor, to the Knowledge of the Company’s knowledge, there is no threatened material strike, picket, work stoppage, work slowdown against or other organized labor dispute affecting the Company or any of its Subsidiaries. (bc) The Since January 1, 2018, the Company and each of its Subsidiaries are in compliance in all material respects have not entered into any agreement with all applicable Laws relating any works council, labor union, or similar labor organization that would require the Company to obtain the employment of laborconsent of, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending orprovide advance notice, to the Knowledge such works council, labor union or similar labor organization of the transactions contemplated by this Agreement. (d) To the Company’s knowledge, threatened. Neither in the last three (3) years, (i) no material allegations of sexual harassment have been made against any officer of the Company nor or any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedSubsidiaries, and neither (ii) the Company nor any of and its Subsidiaries has planned have not entered into any settlement agreements related to allegations of sexual harassment or announced any “plant closing” or “mass layoff” as contemplated misconduct by WARN affecting any site of employment or facility an officer of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 of the Company Disclosure Letter, and on Schedule 3.24(a): (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (yi) neither the Company nor any of its Subsidiaries is a party to any outstanding employment agreements or contracts with officers, managers or employees of either of the Company or its Subsidiaries that are not terminable at will; (ii) neither the Company nor any of its Subsidiaries is negotiating a party to any agreement, policy or practice that requires it to pay termination, change of control or severance pay to salaried, non-exempt or hourly employees of such company (other than as required by law); (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor Contract, union contract applicable to its employees nor does the Company have Knowledge of any activities or proceedings of any labor union to organize any such employees; and (ziv) there neither the Company nor any of its Subsidiaries is no pending and, a party to the Knowledge of the Company, there is no threatened any material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting consulting agreements with any Person providing services to the Company or any of its Subsidiaries. (b) The Except as set forth on Schedule 3.24(b): (i) each of the Company and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws laws relating to employment and employment practices, the employment classification of laboremployees, including all applicable Laws relating to wages, hours, collective bargaining, employment unlawful discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification compensation and terms and conditions of employees, and employment; (ii) there are no charges with respect to or relating to either the collection and payment of withholding Company or social security Taxes. No material unfair labor practice charge or complaint is its Subsidiaries pending or, to the Knowledge of the Company, threatened. Neither threatened before the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) Equal Employment Opportunity Commission or any similar state state, local or local Law which remains unsatisfied, foreign agency responsible for the prevention of unlawful employment practices; and (iii) neither the Company nor any of its Subsidiaries has planned received any notice from any national, state, local or announced any foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of either of the Company or its Subsidiaries and no such investigation is in progress. (c) Except as set forth on Schedule 3.24(c), there has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act or any similar state or local “mass layoffplant closing” as contemplated by WARN affecting any site of employment law (“WARN”) with respect to the current or facility former employees of the Company or its Subsidiaries. (d) Except as set forth on Schedule 3.24(d), neither the Company nor any of its SubsidiariesSubsidiaries has any severance plan or severance obligation with respect to its employees.

Labor Matters. (a) The Company and its Subsidiaries are, and during the past five (i5) As years have been, in material compliance with all applicable Laws and applicable contractual obligations relating to Employment Matters. There are no, and since January 1, 2021 there have been no, material Actions pending or, to the knowledge of the date Company, threatened against or relating to the Company or any of this Agreementits Subsidiaries by or before any Governmental Entity relating to any Employment Matters. (b) There is no, except as set forth in Section 6.10 and since January 1, 2021 there has been no, labor dispute, strike, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company Disclosure Letteror any of its Subsidiaries, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: . (xc) none of the employees Except as set forth in Section 3.12(c) of the Company or its Subsidiaries is represented by a union andDisclosure Letter, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to to, or is negotiating bound by, any collective bargaining agreement or other labor Contract, and (z) there is no pending and, union contract applicable to the Knowledge employees of the Company or any of its Subsidiaries with any labor union or labor organization, nor is any such agreement or contract presently being negotiated. To the knowledge of the Company, there is has not been any activity on behalf of any labor organization or employee group to organize any such employees other than as has been disclosed by the Company to Parent. (d) Except as set forth in Section 3.12(d) of the Company Disclosure Letter or as would not reasonably be expected to have a Material Adverse Effect, 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 material strikeor (ii) grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement. There are no representation claims or petitions against the Company or any of its Subsidiaries pending before the National Labor Relations Board or any other labor relations tribunal or authority. (e) Except as set forth in Section 3.12(e) of the Company Disclosure Letter, picketto the knowledge of the Company, work stoppagesince January 1, work slowdown 2021, (i) no allegations of harassment or other organized labor dispute affecting discrimination have been made against any (A) director of the Company or its Subsidiaries, or (B) any employee of the Company or any of its Subsidiaries with a title of senior vice president or above; and (ii) the Company and its Subsidiaries have not entered into any settlement agreement related to allegations of harassment or discrimination by an employee with a title of senior vice president or above, director or officer of the Company or any of its Subsidiaries. (bf) The Company and each of its Subsidiaries are Except as set forth in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge Section 3.12(f) of the CompanyCompany Disclosure Letter, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedsince January 1, and 2021, neither the Company nor any of its Subsidiaries has planned or announced any (i) effectuated a “plant closing” or a “mass layoff” (both as contemplated by WARN affecting defined under the Worker Adjustment and Retraining Notification Act); or (ii) engaged in layoffs or employment terminations sufficient in number to trigger application of any site of employment similar state or facility of local law. (g) Neither the Company or nor any of its SubsidiariesSubsidiaries is subject to any affirmative action obligations under any applicable Law or is a government contractor or subcontractor for the purposes of any Law with respect to the terms and conditions of employment, including the Service Contracts Act or prevailing wage Laws.

Labor Matters. (a) (i) As Except as set forth on Schedule 3.21(a), there are no collective bargaining agreements in effect relating to the Employees of any Transferred Company or any other contract or commitment to any labor union or association representing any Employee of any Transferred Company nor does any labor union or collective bargaining agent represent or hold bargaining rights with respect to any Employee of any Transferred Company. To the date Knowledge of this AgreementSellers, except as set forth in Section 6.10 on Schedule 3.21(a), (i) there is no organizational effort currently being made or threatened to organize employees of any Transferred Company and no such action has occurred within the past two years, (ii) there are no written or duly filed grievances outstanding against any Transferred Company Disclosure Letterunder any collective bargaining agreement, (iii) within the past two years, there has been no strike, slow-down, work stoppage, arbitration or other material work-related dispute involving any Transferred Company, and to the Knowledge of Sellers no such action is now pending or threatened, and (iiiv) as within the past two years, no proceeding or petition has been filed against any Transferred Company or no controversy or dispute between any Transferred Company and any Employee is pending relating to the alleged violation of any date subsequent legal requirement pertaining to labor relations including, but not limited to, any unfair labor practice complaint, or to employment matters, including any charge, complaint or petition filed by an Employee or labor organization or labor union with the date National Labor Relations Board, the Equal Employment Opportunity Commission, the U.S. Department of this Agreement except as would notLabor or any comparable Governmental Authority, individually or in the aggregate, any of which could reasonably be expected to have result in a Material Adverse Effect: (x) none material liability. To the Knowledge of Sellers, each Transferred Company is in compliance in all material respects with the employees of the Company or its Subsidiaries terms of, and is represented by a union andnot currently in default in any material respect under, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or union contract covering any of its SubsidiariesEmployees. (b) The Except as set forth on Schedule 3.21(b), no Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries Subsidiary has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“"WARN”") or any similar state or local Law foreign laws, including with respect to the provision of any notice of any plant closing or mass layoff taking place up to and including the Closing Date, which remains unsatisfiedunpaid or unsatisfied or which has not been accrued. Except as set forth on Schedule 3.21(b), and neither the no Company nor any or Subsidiary has laid off more than 10% of its Subsidiaries has planned or announced Employees at any “plant closing” or “mass layoff” as contemplated by WARN affecting any single site of employment or facility of in any 90-day period during the Company or any of its Subsidiarieslast 12 months.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating the subject of any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatenedthreatened Action asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act or comparable Applicable Law) or other violation of Applicable Law concerning labor or employment, except as would not reasonably be expected to have a Company Material Adverse Effect, or seeking to compel the Company or any of its Subsidiaries to bargain with or otherwise recognize any labor organization or other employee representative, or otherwise concerning any current or former employee or independent contractor of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has incurred are party or otherwise subject to any Collective Bargaining Agreement or subject to any material liability bargaining order, injunction or material obligation under other Order relating to the Worker Adjustment and Retraining Notification Act (“WARN”) Company’s or any similar state of its Subsidiaries’ relationship or local Law which remains unsatisfieddealings with its employees, any labor organization or any other employee representative, and neither no employee of the Company nor or any of its Subsidiaries is represented by a labor organization or any other employee representative. There is no strike, picketing, slowdown, lockout, stoppage or other job Action or labor dispute involving the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened and there has planned been no such Actions or announced disputes in the past five years. To the Knowledge of the Company, in the past five years, there has not been any “plant closing” attempt by employees of the Company or “mass layoff” as contemplated by WARN affecting any site of employment its Subsidiaries or facility any labor organization or other employee representative to organize, represent 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 severance obligations. Neither the Company nor any of its Subsidiaries is required by Applicable Law or any Collective Bargaining Agreement to provide any notice to, consult with, or obtain the consent of any labor organization or other employee representative in connection with the execution of this Agreement or the Merger. (b) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries are, and for the past three (3) years have been, in compliance with all Applicable Laws respecting immigration, employment and employment practices, terms and conditions of employment, including but not limited to wages and hours and the classification of employees and independent contractors.

Labor Matters. (a) Neither the Company nor any Company Subsidiary is a party to, nor does the Company or any Company Subsidiary have a duty to bargain for, any collective bargaining agreement with a labor organization or works council representing any of its employees and, as of the date of this Agreement, there are no labor organizations or works councils representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of the Company or any Company Subsidiary. (ib) As of the date of this AgreementAgreement in the past three (3) years, except as set forth in Section 6.10 there has not been any strike, slowdown, work stoppage, lockout, job action, picketing, material labor dispute, union organizing activity, or any similar activity or dispute, affecting the Company, or to the knowledge of the Company Disclosure LetterCompany, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of threat thereof involving the employees of the Company or its Subsidiaries any Company Subsidiary. There is represented by a union not now pending, and, to the knowledge of the Company, no Person has currently threatened in writing to commence, any such strike, slowdown, work stoppage, lockout, job action, picketing, labor dispute or union organizing efforts have been conducted activity or threatened since January 1, 2005 any similar activity or are being conducted or threatened, dispute. (yc) neither As of the Company nor any date of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) this Agreement there is no material Legal Proceeding pending andor, to the Knowledge knowledge of the Company, there is no threatened material strikerelating to any employment Contract, picketwages and hours, work stoppagemass layoffs or reductions in force, work slowdown plant closing notification, employment statute or regulation, privacy right, labor dispute, workers’ compensation policy or long-term disability policy, safety, employee classification, child labor, disability, affirmative action, unemployment insurance, secondment, employee leave issues and the payment of social security and other organized labor dispute affecting employment-related Taxes, retaliation, immigration or discrimination matters involving any employee of the Company or any Company Subsidiary, including charges of its Subsidiariesunfair labor practices or harassment complaints, claims or judicial or administrative proceedings, in each case, which are pending or, to the knowledge of the Company, threatened by or on behalf of any current or former employees or other individual service providers of the Company or any Company Subsidiary. (bd) The Company and each of its the Company Subsidiaries are in compliance in all material respects with all applicable Laws relating to the Legal Requirements respecting employment and employment practices, terms and conditions of employment of laboremployees, including all applicable Laws relating to wagesformer employees and prospective employees, wages and hours, pay equity, discrimination in employment, wrongful discharge, collective bargaining, employment discriminationmass layoffs or reductions in force, civil rightsplant closing notification, safety fair labor standards, occupational health and healthsafety, workers’ compensationemployee classification, pay equitychild labor, classification of employeesdisability, affirmative action, unemployment insurance, secondment, employee leave issues and the collection and payment of withholding or social security and other employment-related Taxes. No material unfair , or any other labor practice charge or complaint is pending or, to the Knowledge of the Company, threatenedand employment-related Legal Requirements. Neither the Company nor any of its the Company Subsidiaries has incurred any material liability under applicable Legal Requirements with respect to any misclassification of any individual in the past three (3) years as an independent contractor or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither other non-employee for the Company nor rather than as an employee, with respect to any of its Subsidiaries has planned individual employed, engaged, or announced any “plant closing” or “mass layoff” as contemplated leased by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesCompany Subsidiaries from another employer, or with respect to any misclassification of any employee of the Company as exempt versus non-exempt. (e) Prior to the date of this Agreement, the Company has made available to Parent a complete and correct list of all employees by name, title or position, status (part-time, full-time, exempt, non-exempt); whether paid on a salaried, hourly or other basis; current annual salary; start date; and work location (including city and state for employees in the United States). All employees of the Company or any Company Subsidiary employed at a work location in the United States are authorized to work in the United States under applicable Legal Requirements. Prior to the date of this Agreement, the Company has made available to Parent a complete and correct list of all individual independent contractors of the Company and all “leased employees” (as such term is defined in Section 414(n) of the Code) of the Company by job title; work location (including city and state for employees in the United States); compensatory arrangement; start date; and term of engagement. (f) Within the last two (2) years, no employee of the Company or any Company Subsidiary has transferred into employment with the Company or any Company Subsidiary by means of a relevant transfer pursuant to the Acquired Rights Directive pursuant to EC Directive no. 2001/23 dated March 12, 2001, as amended from time to time, or domestic legislation implementing such directive into the national applicable law of any country in the EEA, as amended from time to time, or any legislation that has substantially the same effect in any country outside the EEA. For purposes of this Section, “EEA” means European Economic Area, as constituted from time to time, and shall be deemed to include Switzerland.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge None of the Company, no union organizing efforts have been conducted ’s or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries Subsidiaries’ employees is covered by a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown union or other organized labor dispute affecting the Company organization seeking or claiming to represent any of its Subsidiariessuch employees. (b) There is no labor dispute, strike, work stoppage or lockout, or to the Knowledge of the Company, threat thereof, by or with respect to any of the Company’s or the Company Subsidiaries’ employees. (c) The Company and each of its the Company Subsidiaries are have not engaged in compliance in all material respects with all applicable Laws relating any unfair labor practice, and, to the employment Knowledge of laborthe Company, there is no pending or threatened labor board proceeding of any kind, including all applicable Laws relating any such proceeding against the Company or the Company Subsidiaries. (d) There are no Actions pending or, to wagesthe Knowledge of the Company, hoursthreatened against the Company, collective bargainingany Company Subsidiary or any of their respective officers or employees related to any employee or Company Benefit Plans. There are no pending or, employment discriminationto the Knowledge of the Company, civil rightsthreatened Actions against the Company, safety and health, any Company Subsidiary or any trustee of the Company or any Company Subsidiary under any workers’ compensationcompensation policy or long-term disability policy (other than routine healthcare, pay equitywelfare, classification workers compensation and similar types of employeesclaims in the Ordinary Course of Business). (e) No citation has been issued by OSHA against the Company or any Company Subsidiary since December 1, 2007 and no written notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving the collection and payment of withholding Company or social security Taxes. No material unfair labor practice charge any Company Subsidiary has been filed or complaint is pending or, to the Knowledge of the Company, threatened. threatened against the Company or any Company Subsidiary by OSHA or pursuant to any applicable Law relating to occupational safety and health. (f) Neither the Company nor any Company Subsidiary has taken any action that would constitute a “mass layoff,” “mass termination” or “plant closing” within the meaning of its the United States Worker Adjustment and Retraining Notification Act or otherwise trigger notice requirements or liability under any federal, local, state or foreign plant closing notice or collective dismissal Law. (g) To the Knowledge of the Company, the Company and the Company Subsidiaries has incurred any are in material liability compliance with all applicable Laws, regulations and orders governing or material obligation under concerning labor relations, union and collective bargaining, conditions of employment, employment discrimination and harassment, wages, hours or occupational safety and health, including ERISA, the Immigration Reform and Control Act of 1986, the National Labor Relations Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedAct, OSHA, the Xxxxx-Xxxxx Act, the Xxxxx-Xxxxx Act, the Service Contract Act, Executive Order 11246, and neither the Rehabilitation Act of 1973 and all regulations under such acts, except where such non-compliance would not reasonably be expected to result in a Company Material Adverse Effect. (h) Section 4.21(h) of the Company nor Disclosure Schedule list all Liabilities (including any change in control or severance payments) of its Subsidiaries has planned the Company to any officer or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility employee of the Company or any Company Subsidiary that would result from (i) the termination by the Company, any Company Subsidiary, the Surviving Corporation or Parent of its Subsidiariessuch officer’s or employee’s employment or provision of services, (ii) a change in control of the Company or any Company Subsidiary, or (iii) any combination of the foregoing.

Labor Matters. (a) Except as set forth on Schedule 3.13(a), (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letteris not a party to any collective bargaining agreement or other written agreement with any labor union with respect to its employees, and (ii) as of any date subsequent to the date of this Agreement except as would notthere is no strike, individually walk out, work stoppage, lockout or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andother material labor dispute pending or, to the knowledge of the Company, threatened in writing against the Company, (iii) to the knowledge of the Company as of the date of this Agreement, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither organization campaign is in progress with respect to any employees of the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (ziv) there is no material unfair labor practice charge or complaint against the Company pending andor threatened in writing before the National Labor Relations Board. The Company has not, during the twelve (12) month period prior to the Knowledge date hereof, implemented any plant closing or employee layoffs in violation of the CompanyWARN Act, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting and the Company or any has delivered to Purchaser a true and complete list of its Subsidiarieslayoffs, by location, implemented by the Company in the 90-day period preceding the Closing Date. (b) The Company and each of its Subsidiaries are in compliance has complied in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating those related to wages, hours, eligibility for and payment of overtime compensation, worker classification (including the proper classification of independent contractors and consultants), collective bargaining, employment discrimination, civil rights, safety and healthunemployment insurance, workers’ compensation, pay equityimmigration, classification employment discrimination, disability rights, equal opportunity, leaves of employeesabsence, affirmative action, plant closing and mass layoff issues, occupational safety and health Laws. (c) No individual who has performed services for the Company has been improperly excluded from participation in any Employee Benefit Plan, and the collection and payment Company has no direct or indirect liability, whether absolute or contingent, with respect to any misclassification of withholding any person as an independent contractor or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither on any other non-employee basis for the Company nor rather than as an employee, with respect to any of its Subsidiaries has incurred any material liability individual employed, engaged, or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither leased by the Company nor from another employer, or with respect to any misclassification of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” employee as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesexempt versus nonexempt.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement, labor union contract, trade union agreement, or any other labor-related agreement or arrangement with any labor union, trade union, labor organization or works council (each a “Collective Bargaining Agreement”), nor does the Company or any of its Subsidiaries recognize any labor union, trade union, labor organization, works council, or any other labor Contract, and employee representative body (z“Union”) there is no pending and, to for collective bargaining purposes. To the Knowledge of the Company, there are no activities or proceedings of any Union to organize any employees of the Company or any of its Subsidiaries pending or threatened. No Collective Bargaining Agreement is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting being negotiated by the Company or any of its Subsidiaries. (b) The . There is no material labor dispute, strike, lockout, slowdown, or work stoppage against the Company and each or any of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened, and there has been no such action in the last three (3) years. (b) To the Knowledge of the Company, the Company and each of its Subsidiaries has complied in all material respects with applicable Laws and Orders with respect to employment and employment practices, including but not limited to terms and conditions of employment, wage and hour requirements, child labor, correct classification of independent contractors/employees, correct classification of employees, including classification as exempt/non-exempt, immigration, discrimination in employment, disability rights or benefits, equal opportunity, employee health and safety, collective bargaining, workers’ compensation, employee leave issues, unemployment insurance, plant closures and layoffs, affirmative action, and termination of employment. (c) 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 material amounts due to arrears of wages, unpaid salaries, benefits or other payments to employees, or any taxes or any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries has incurred is liable for any material liability amounts for any payment to any trust or material obligation 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). (d) The Company has made available to LKQ and Parent a list of all employees of the Company and its Subsidiaries whose annual compensation in calendar 2014 exceeded $75,000, as well as each such employee’s (i) position or brief job description; (ii) work location; (iii) date of commencement and date of recognized service (if different) with the Company; (iv) whether the employee is classified as exempt or non-exempt under the Worker Adjustment and Retraining Notification Fair Labor Standards Act (“WARN”if applicable); (v) annual salary; and (vii) other annual cash compensation (including compensation payable pursuant to bonus, incentive, deferred compensation, commission or any similar state arrangements) paid or local Law which remains unsatisfiedaccrued by the Company for each such employee’s service with the Company in calendar 2014. The Company and Company Subsidiaries have paid in full to all current and former employees all wages, salaries, bonuses, vacation and other paid time off, commissions, incentives, and other payments due and have reserved in their books of account all such payments due but not yet payable. (e) Except as set forth in Section 4.18(e) of the Company Disclosure Letter, since January 1, 2013, neither the Company nor any of its Subsidiaries has planned received written notice of any of the following and, to the Knowledge of the Company none of the following are pending or announced threatened: (i) any “plant closing” complaints, grievances or “mass layoff” as contemplated arbitrations arising out of any Collective Bargaining Agreement or any other unfair labor practice charges, complaints, grievances or arbitration procedures against them, (ii) any charge or complaint with respect to or relating to them pending before the Equal Employment Opportunity Commission, Equality and Human Rights Commission, Health and Safety Executive or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iii) the intention of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, other non-material audits by WARN affecting Governmental Authorities conducted in the ordinary course of business, or (iv) any site of employment complaint, lawsuit or facility of other proceeding pending in any forum, or threatened in writing, against the Company or any of its SubsidiariesSubsidiaries by or on behalf of any present or former employee thereof or any applicant for employment therewith. (f) To the Knowledge of the Company, no employee or former employee of the Company or its Subsidiaries is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, non-competition agreement, or restrictive covenant: (i) to the Company or any of its Subsidiaries or (ii) to a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or its Subsidiaries or (B) to the knowledge or use of trade secrets or proprietary information. (g) To the Knowledge of the Company, no employee of the Company or its Subsidiaries at the level of Vice President or above currently intends to terminate his or her employment.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth provided in Section 6.10 4.16(a) of the Company Disclosure LetterSchedule, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to agreement with any union or labor organization. To the Knowledge knowledge of the CompanyCompany or any Company Subsidiary, there is no threatened material current union representation question involving employees of the Company or any Company Subsidiary, nor does the Company or any Company Subsidiary know of any activity or proceeding of any labor organization (or representative thereof) or employee group to organize any such employees. There is no strike, picketlockout or dispute, work stoppage, work slowdown or work stoppage pending or, to the knowledge of the Company or any Company Subsidiary, threatened against or involving the Company or any Company Subsidiary. (b) There is no material unfair labor practice, employment discrimination or other organized labor dispute material grievance, arbitration, claim, suit, action, proceeding or employment-related complaint against the Company or any Company Subsidiary pending, or to the knowledge of the Company or any Company Subsidiary, threatened against or affecting the Company or any of its SubsidiariesCompany Subsidiary before any court, governmental department, commission, agency, instrumentality or authority or any arbitrator. (bc) There is no proceeding, claim, suit, action or governmental investigation pending or, to the knowledge of the Company or any Company Subsidiary, threatened in respect of which any director, officer, employee or agent of the Company or any Company Subsidiary is or may be entitled to claim indemnification from the Company or any Company Subsidiary pursuant to their respective charters or by-laws or as provided in the indemnification agreements listed in Section 4.16(c) of the Company Disclosure Schedule. (d) The Company and each Company Subsidiary are in material compliance with any and all Laws in any relevant jurisdiction, including common law, all applicable foreign, federal, state and local laws with respect to employment practices, labor relations, safety and health regulations and mass layoffs and plant closings. (e) The Company and each of its Subsidiaries are in compliance have not incurred any liability under, and have complied in all material respects with all applicable Laws relating to the employment of laborwith, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder (“WARN”) or ), and any similar state or local Law which remains unsatisfiedlaw, and neither do not reasonably expect to incur any such liability as a result of actions taken or not taken prior to or as of the Effective Time. The Company nor any and each of its Subsidiaries has planned or announced have not given, and have not been required to give, any “plant closing” or “mass layoff” as contemplated by notice under WARN affecting any site of employment or facility of within 90 days prior to the Company or any of its Subsidiariesdate hereof.

Labor Matters. (a) No employees of the Company are covered by, and the Company is not and for the prior three (3) years has not been subject to, a collective bargaining agreement, labor contract or other oral or written agreement or understanding with a labor organization or labor union. No: (i) As organizing activities involving the Company pending with any labor organization or, to the Sellers’ Knowledge, group of employees of the Company exist; (ii) collective bargaining agreement is being or has been negotiated by the Company; and (iii) strike, lockout, slowdown, or work stoppage against the Company is currently pending or, to the Sellers’ Knowledge, threatened that may interfere with the business activities of the Company. (b) Section 3.13(b) of the Sellers Disclosure Schedule accurately sets forth as of the Closing Date all current employees of the Company, and for each such employee, his or her: (i) primary office or work location; (ii) job position, (iii) classification as full-time, part-time or seasonal, (iv) classification as exempt or non-exempt under applicable state and federal overtime Laws, (v) hourly rate of compensation or base salary (as applicable), (vi) target incentive compensation for 2018 (commission and/or bonus, as applicable), (vii) accrued but unused vacation as of the date of this Agreement, except (viii) standard number of hours of work per week (for non-exempt and part-time employees), (ix) visa type, if any, and (x) commencement date of employment with the Company. Except as set forth in Section 6.10 3.13(b) of the Company Sellers Disclosure LetterSchedule, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the all employees of the Company are employed on an at-will basis and may be terminated at any time, with or its Subsidiaries is represented by a union andwithout cause, with or without advance notice, and without any obligation to provide severance payments or benefits. The Company has properly classified all employees it has classified as exempt under all applicable Laws regarding overtime compensation, meal periods, rest breaks and minimum wage requirements. (c) Section 3.13(c) of the knowledge Sellers Disclosure Schedule accurately lists as of the Closing Date all independent contractors of the Company, no union organizing efforts have been conducted and for each such independent contractor, his or threatened since January 1, 2005 her: (i) state or applicable jurisdiction where services are being conducted or threatenedperformed; (ii) terms of compensation, (yiii) neither the Company nor any commencement date of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting service with the Company or any of its Subsidiaries. ; and (biv) amount of advance notice and/or liability upon termination in excess of applicable statutory requirements. The Company and each of its Subsidiaries are is in material compliance in all material respects with all applicable Laws relating to the employment engagement of laborall independent contractors and leased employees. During the prior three (3) years, including all independent contractors providing services to the Company have been properly classified as independent contractors for purposes of federal and applicable state tax Laws, Laws relating applicable to wages, hours, collective bargaining, employment discrimination, civil rights, safety employee benefits and health, workers’ compensation, pay equity, classification of employeesother Laws. (d) The Company and each ERISA Affiliate comply with all, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedhave at all times complied with all, and neither the Company nor any ERISA Affiliate has received any notice or other communication (in writing or otherwise) of its Subsidiaries any claim filed with or by any Governmental Entity alleging that any of them has planned violated any, Laws or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of applicable contractual arrangements that relate to wages, hours, compensation, meal and rest breaks, wage statements, fringe benefits, employment or facility termination of employment, employment policies or practices, immigration, terms and conditions of employment, child labor, labor or employee relations, classification of employees, affirmative action, equal employment opportunity and fair employment practices, disability rights or benefits, workers’ compensation, unemployment compensation and insurance, health insurance continuation, employee privacy, whistle-blowing, harassment, discrimination, retaliation or employee safety or health and, to the Knowledge of Sellers, no such claim is threatened. (e) To the Knowledge of Sellers, no executive or manager of the Company has given written notice to the Company of any present intention to terminate his or her employment. (f) During the past three (3) years, the Company has not has implemented any employee layoffs, plant closing or terminations that triggered application of the WARN Act or any analogous Law. (g) The Company has withheld in all material respects all amounts required by Law or by agreement to be withheld from the wages, salaries and other payments to employees, and is not liable for any arrears of its Subsidiarieswages, compensation, Taxes, penalties or other sums for failure to comply with any of the foregoing. During the prior three (3) years, the Company has paid in full to all employees, independent contractors and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees, independent contractors and consultants. During the prior three (3) years, the Company has not been delinquent in the payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business). There are no pending claims against the Company under any workers compensation plan or policy or for long term disability benefits. (h) Except as set forth on Section 3.13(h) of the Sellers Disclosure Schedule, to the Company’s Knowledge, no employee of the Company is in violation in any material respect of any term of any employment agreement, 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 because of the nature of the business conducted by the Company or to the use of trade secrets or proprietary information of others.

Labor Matters. (a) (i) As of There are no agreements with, or pending petitions for recognition of, a labor union or association as the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of exclusive bargaining agent for any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or any of its Subsidiaries is represented by and there are no representation or certification proceedings or petitions seeking a union andrepresentation 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 its Subsidiaries and there have not been any such labor strikes, work stoppages or other labor troubles with respect to the knowledge Company or any of its Subsidiaries at any time within five (5) years of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither date of this Agreement. Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or is negotiating any collective bargaining agreement or other labor Contract, employment practices; and (z) there is no pending andcharge of discrimination in employment or employment practices for any reason, to the Knowledge of the Companyincluding age, there is no threatened material strikegender, picketrace, work stoppage, work slowdown religion or other organized labor dispute affecting legally protected category, which has been asserted against the Company or any of its Subsidiaries that is now pending before the U.S. Equal Employment Opportunity Commission or any other Governmental Entity that would result in liability to the Company or any of its Subsidiaries. (b) . The Company and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws relating to the in respect of employment, employment of laborpractices, including all applicable Laws relating to wages, terms and conditions of employment and wages and hours, collective bargaining, employment discrimination, civil rights, safety and healthemployee classification, workers’ compensation, pay equityfamily and medical leave, classification of employees, the Immigration Reform and the collection Control Act and payment of withholding or social security Taxesoccupational safety and health requirements. No material unfair labor practice charge or complaint is pending or, Each individual who renders services to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesSubsidiaries who is classified by the Company or such Subsidiary, as applicable, as having the status of an independent contractor, consultant or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under Company Benefit Plans) is properly so characterized.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.15 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other any labor Contractunion contract or trade union agreement or work rules, and (z) there is no pending andnor, to the Knowledge of the Company, are there is no threatened material strikeany employees of the Company or any of its Subsidiaries represented by a works council or a labor organization, picket, work stoppage, work slowdown or other organized activities or proceedings of any labor dispute affecting union to organize any employees of the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor. Except as would not have a Material Adverse Effect, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint there is no 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, and no such strike, walkout, slowdown or lockout has occurred within the past five years. (b) Except as would not have a Material Adverse Effect, (i) the Company and each of its Subsidiaries are in compliance 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 and (ii) 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 or former 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 alleging any other discriminatory, wrongful or tortious conduct related to the employment relationship between the employee or former employee and the Company. (c) Except as would not have a Material Adverse Effect, the Company and each of its Subsidiaries have withheld all amounts required by 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 any penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries has incurred is liable for any material liability payment to any trust or material obligation under other fund or to any governmental or administrative 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 ordinary course of business, consistent with past practice). (d) Since July 16, 2004 and except as in compliance with the Worker Adjustment and Retraining Notification Act of 1988 (the “WARNWARN Act”) or any similar state or local Law which remains unsatisfied, and the Illinois WARN Act (i) neither the Company nor any of its Subsidiaries in the United States has planned or announced any effectuated a “plant closing” (as defined in the WARN Act or any similar state or local law or regulation) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company and/or any of its Subsidiaries, and (ii) there has not occurred a “mass layoff” (as contemplated by defined in the WARN Act or any similar state or local law or regulation) affecting any site of employment or facility of the Company or any of its SubsidiariesSubsidiaries in the United States. (e) To the Knowledge of the Company, except as would not result in a Material Adverse Effect, no employees of the Company or any of its Subsidiaries are in violation of any term of any employment contract, invention assignment agreement, patent disclosure agreement, non-competition agreement, non-solicitation agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or any Subsidiary because of the nature of the business conducted by the Company or any Subsidiary or to the use of trade secrets or proprietary information of others. (f) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any material breach or other material violation of any collective bargaining agreement, trade union agreement, works council agreement or regulations or any other labor-related agreement to which the Company or any of its Subsidiaries is a party.

Labor Matters. (a) There is not in existence, nor has there been within the five (i5) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent years prior to the date of this Agreement except as would nothereof, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither : (i) strike, slowdown, stoppage, picketing, interruption of work, lockout or any other dispute or controversy with or involving a labor organization or with respect to unionization or collective bargaining, or (ii) labor-related organizational effort, election activity or request or demand for recognition or representation. (b) Except as set forth in Section 3.17(b) of the Company nor Disclosure Letter, (i) none of the Company Entities is, or since January 1, 2008 has been, a party to or bound by any collective bargaining agreement with any labor union or any other similar organization, and (ii) none of its Subsidiaries the employees are subject to or covered by any such collective bargaining agreement or are represented by any labor organization. Prior to the date of this Agreement, the Company has incurred delivered to Parent all collective bargaining and similar agreements. Except as would not have a Company Material Adverse Effect or as set forth in Section 3.17(b) of the Company Disclosure Letter, the Company Entities are in compliance with (A) all Laws with respect to employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation, longshoreman claims, and the collection and payment of withholding and/or payroll Taxes and similar Taxes, and (B) obligations of the Company Entities under any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) employment agreement, severance agreement, collective bargaining agreement or any similar state employment or local Law which remains unsatisfiedlabor-related agreement or understanding. (c) During the preceding two (2) years, and neither (i) none of the Company nor any of its Subsidiaries has planned or announced any Entities have effectuated a “plant closing” or (as defined in the Worker Adjustment Retraining and Notification Act of 1988, as amended (the “mass layoff” as contemplated by WARN Act”)) affecting any site of employment or facility one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with any of the Company Entities affecting any site of employment or one or more facilities or operating units within any site of employment or facility, and (iii) none of the Company Entities have been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law. (d) Except as set forth in Section 3.17(d) of the Company Disclosure Letter, to the Knowledge of the Company, no employee of the Company Entities is subject to any secrecy or noncompetition agreement or any other agreement or restriction of its Subsidiariesany kind that would impede the ability of such employee to carry out fully the activities currently performed by such employee in furtherance of the business of the Company Entities.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to to, or is negotiating bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. There are no labor unions or other labor Contractor other organizations that have filed a petition with the National Labor Relations Board or any other government entity since January 1, 2005 seeking certification as the collective bargaining representative of any employee of the Company or any of its Subsidiaries. Since January 1, 2005, there has not been, and (z) there is no not pending andor, to the Knowledge knowledge of the Company, threatened, any (i) strike, lockout, slowdown, picketing or work stoppage with respect to any current or former employee of the Company or any Subsidiary or (ii) unfair labor practice charge, grievance or complaint filed or pending against the Company or any of the Subsidiaries. To the knowledge of the Company, there is are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting involving employees of the Company or any of its Subsidiaries. (b) The Section 2.11(b) of the Company Disclosure Schedule contains a true and correct list of each employee of the Company and each of its Subsidiaries are (the “Business Employees”) and, for each such Business Employee, Section 2.11(b)of the Company Disclosure Schedule identifies the following information: (i) employer; (ii) job title; (iii) job location; (iv) date of hire; (v) amount of current base salary or hourly rate of pay (as applicable); (vi) target incentive compensation for 2007 (commission and/or bonus, as applicable); (vii) total compensation received in compliance in all material respects with all 2006; (viii) any other special compensation or perquisites (e.g. automobile allowance); (ix) status as exempt or non-exempt from applicable Laws relating to overtime Laws; (x) accrued but unused vacation or paid time off; and (xi) whether such person is on a leave of absence and, if so, the employment type of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification leave of employees, absence and the collection and payment expected date of withholding or social security Taxes. No material unfair labor practice charge or complaint is return from such leave of absence. (c) There are no claims pending or, to the Knowledge knowledge of the Company, threatened. Neither , before any Governmental Entity or arbitral forum against the Company nor or any of its Subsidiaries has incurred asserting any material liability breach of contract, tort, or material obligation under violation of Title VII of the Worker Adjustment Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Americans with Disabilities Act, the Family and Retraining Notification Act (“WARN”) Medical Leave Act, the Fair Labor Standards Act, ERISA or any other similar federal, state or local Law which remains unsatisfiedemployment Law. (d) Since January 1, and 2005, neither the Company nor any of its Subsidiaries has planned or announced any effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) (or any similar state, local or foreign law)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Subsidiary or (ii) a “mass layoff” (as contemplated by defined in the WARN Act (or any similar state, local or foreign law)) affecting any site of employment or facility of the Company or any of its the Subsidiaries. (e) Except as set forth in Section 2.11(e) of the Company Disclosure Schedule, since January 1, 2005, the Company and each of the Subsidiaries has complied in all material respects with all Laws relating to the hiring of employees and the employment of labor, including provisions thereof relating to the calculation and payment of wages, hours, classification as exempt or non-exempt from applicable minimum wage and overtime Laws, equal opportunity, employment discrimination, harassment, and retaliation, disability rights or benefits, employee leave issues, immigration, occupational safety and health, collective bargaining and the payment of social security and other Taxes. (f) In all material respects, the Company and each of the Subsidiaries currently, and since January 1, 2005, has completed and maintain in its files Form I-9s with respect to each of its employees. Since January 1, 2005, neither the Company nor any of its Subsidiaries has received any notice from any Governmental Entity that any of its employees has a name or social security number that does not match the name or social security number maintained by any Governmental Entity. (g) The Company and each of the Subsidiaries has no material liability for (i) any arrears of wages, severance pay or any penalty relating thereto for failure to comply with withholding and reporting all material amounts required by applicable Law or by agreement to be withheld and reported with respect to wages, salaries and other payments or (ii) with respect to any misclassification of any person as (A) an independent contractor rather than as an employee or (B) an employee exempt from state or federal minimum wage or overtime Laws. (h) Except as set forth in Section 2.11(h) of the Company Disclosure Schedule, neither the Company nor any Subsidiary is a party to any contract, agreement, or arrangement with any employee or independent contractor receiving in excess of $50,000 of annual compensation from the Company or any Subsidiary that (i) restricts the right of the Company or any Subsidiary to terminate such person’s employment or consulting relationship without cause or without a specified notice period, or (ii) obligates the Company or any Subsidiary to pay severance equivalent to more than two weeks’ of such person’s base compensation or to provide vesting acceleration on shares, stock options, or other securities of the Company or any Subsidiary upon either a termination of such person’s employment or consulting relationship with the Company or any Subsidiary, or upon a change in control of the Company or any Subsidiary. (i) To the knowledge of the Company, no officer, key employee, or group of employees of the Company or any Subsidiary has as of the date hereof given notice or indicated any intent to terminate their employment before the Closing Date or as a result of the transactions contemplated by this Agreement.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 Schedule 4.11, 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. Hours worked by and payment made to employees of Company and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters. All payments due from Company Disclosure Letterand 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. Except as set forth in Schedule 4.11, 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. Except as set forth in Schedule 4.11, there are no representation proceedings pending or, to Company's or its Subsidiaries' knowledge, threatened with the National Labor Relations Board, and (ii) as no labor organization or group of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by has made a union andpending demand for recognition. Except as set forth in Schedule 4.11, 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 knowledge employment or termination of the Companyemployment by Company or any of its Subsidiaries of any individual. (b) Except as set forth in Schedule 4.11, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is is, or during the five years preceding the date hereof was, a party to any labor or is negotiating any collective bargaining agreement and there are no labor or other labor Contract, and (z) there is no pending and, collective bargaining agreements which pertain to the Knowledge employees of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As The Company is in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment, wages, hours and occupational safety and health and employment practices and is not engaged in any unfair labor practices, except where such engagement would not have a Material Adverse Effect on the Company. The Company has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to employees and is not liable for any arrears of wages or any taxes or penalty for failure to comply with any of the date of this Agreementforegoing, except where the failure to so withhold or comply would not have a Material Adverse Effect on the Company. The Company is not liable for any payment to any trust or other fund or to any governmental or administrative 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). There are no pending claims against the Company under any workers compensation plan or policy or for long term disability. (b) Except as set forth in Section 6.10 4.13 of the Company Disclosure LetterSchedule, and (ii) as of any date subsequent to the date of this Agreement except as would notthere are no unfair labor practice charges, individually grievances, or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andcomplaints pending or, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither by or on behalf of any employee or group of employees of the Company nor any which, if resolved against the Company, have had or could reasonably be expected as of its Subsidiaries the date hereof to have a Material Adverse Effect on the Company; the Company is not a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, union contract applicable to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither persons employed by the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither does the Company nor know of any activities or proceedings of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting labor union to organize any site of employment or facility of such employees; and the Company has no knowledge of any strikes, slowdowns, work stoppages, lockouts, or any of its Subsidiariesthreats thereof, pending or threatened against or involving the Company.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating otherwise bound by any collective bargaining agreement, contract or other agreement or other understanding with a labor Contractunion or labor organization. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, and (zi) there is no material pending and, or to the Company’s Knowledge of the Company, there is no threatened material labor strike, picketor dispute, walkout, work stoppage, work slowdown slow-down, lockout or other organized labor dispute affecting organizational effort involving employees of the Company or any of its Subsidiaries. , (bii) The Company and each as of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labordate hereof, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material there is no unfair labor practice charge or complaint is against the Company or any of its Subsidiaries, either pending or, to the Knowledge Company’s Knowledge, threatened or reasonably anticipated; (iii) no union is currently certified, and there is no union representation question and no union or other organizational activity that would be subject to the National Labor Relations Act (20 U.S.C. §151 et seq.) exists or, to the Company’s Knowledge, is threatened with respect to the Company’s or any of its Subsidiaries’ operations, (iv) there are no material occupational health and safety claims against the Company or any of its Subsidiaries, and (v) except as set forth in Section 4.18(b) of the Company Disclosure Letter, (x) as of the date hereof there are no complaints, charges, or claims against the Company or any of its Subsidiaries pending, or to the Company’s Knowledge threatened in writing or reasonably anticipated to be brought or filed with any authority or arbitrator based on, threatened. arising out of, in connection with, or otherwise relating to the employment or termination of employment or any individual by the Company. (c) Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act effectuated (“WARN”i) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment of the Company or any Subsidiary; or (ii) a “mass layoff” (as contemplated by defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries; nor has the Company and/or any Subsidiary been engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state or local law; and none of the affected employees has suffered an “employment loss” (as defined in the WARN Act) since ninety days prior to the date hereof. Neither the Company nor any of its Subsidiaries has incurred any material liability under the WARN Act or similar state laws which remains unpaid of unsatisfied. (d) Except as set forth in Section 4.18(d) of the Disclosure Letter, (i) the Company and its Subsidiaries are in material compliance with the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, and all related regulations promulgated thereunder, (ii) the Company and its Subsidiaries are in material compliance with all laws governing the employment of its employees, including, but not limited to, all such federal, state, foreign and local laws relating to wages, hours, collective bargaining, discrimination, retaliation, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or Social Security taxes and similar taxes, (iii) no employee or independent contractor has filed a complaint for which the Company has received notice and the Company has not conducted any internal investigation regarding conduct that may constitute a violation of any federal, state, foreign or local law governing employment, as applicable, (iv) since March 31, 2005, no officer of the Company or any of its Subsidiaries has received, and no officer has given, notice to terminate his employment, (v) there are no officers or employees of the Company or any of its Subsidiaries who are on secondment, maternity leave or absent on grounds of disability, military or other leave of absence (other than normal holidays or absence due to illness), (vi) the Sellers and the Company and its Subsidiaries have complied with their material obligations to inform and consult with trade unions and other representatives of workers and to send notices to relevant governmental officials, (vii) the Company and its Subsidiaries have maintained adequate and suitable records regarding the service of their directors, officers and employees and such records comply with requirements of data protection legislation regarding the processing and storage of personal data on individuals except as would not reasonably be expected to (x) result in a material loss or liability to the Company or its Subsidiaries or (y) interfere in a material manner with the business or operations of the Company and its Subsidiaries or the ownership of their properties or assets and (viii) the Company and its Subsidiaries have not entered into any agreement and no event has occurred which may involve the Company and its Subsidiaries in the future acquiring any undertaking or part of one such that the Transfer Regulations may apply thereto except as would not reasonably be expected to (x) result in a material loss or liability to the Company or its Subsidiaries or (y) interfere in a material manner with the business or operations of the Company and its Subsidiaries or the ownership of their properties or assets. (e) All salaries and wages and other benefits, bonuses and commissions of all directors, officers or employees of the Company and its Subsidiaries have, to the extent due, been paid or discharged in full. (f) Neither the Company nor its Subsidiaries have entered into any agreement or arrangement with a third party for the management or operation of its business or any material part thereof. (g) Neither the Company nor any of its Subsidiaries has extended a loan to any employee for which amounts are outstanding, except for advances in respect of travel and entertainment expenses in the ordinary course of business. (h) Except as set forth in Section 4.18(h) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any oral or written: (i) agreement with any executive officer or employee of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the payment or terms of which are accelerated or materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or (C) providing severance benefits or other benefits after the termination of employment of such executive officer or employee other than as required by applicable Law; or (ii) agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciate right plan, restricted stock plan, stock purchase plan, severance benefit plan, insurance plan or arrangement (including with respect to life, health, or disability insurance) or with respect to the premium therefore, any of the benefits of which shall be increased, or the vesting of the benefits of which shall be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent event) or the value of any of the benefits of which shall be calculated on the basis of any of the transactions contemplated by this Agreement (such agreements and plans referred to in clause (i) or (ii), collectively, the “Executive Agreements”).

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth Disclosed in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would notFiled SEC Reports or for instances that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, be material to the knowledge of the CompanyGroup, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, taken as a whole: (ya) neither the Company nor any of its Subsidiaries the other Group Companies is a party to or is negotiating bound by any collective bargaining agreement or other Contract with any labor Contractorganization, labor union, or works council, and (z) there is have been no pending and, labor organizing activities with respect to the Knowledge any employees of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries.the other Group Companies; (b) The Company and each of its Subsidiaries there are in compliance in all material respects with all applicable Laws relating to the employment of laborno active, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending ornor, to the Knowledge of the Company, threatened. Neither , labor strikes, slowdowns, work stoppages, handbillings, pickets, walkouts, lockouts or other material labor disputes or material labor Actions with respect to the employees of the Group or against or affecting the Company nor or any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act other Group Companies; (“WARN”c) or any similar state or local Law which remains unsatisfied, and neither the Company nor any and the other Group Companies are in compliance with all applicable Laws governing or concerning labor relations, employment and employment practices; and (d) to the Knowledge of its Subsidiaries has planned the Company, no current or announced any “plant closing” former employee or “mass layoff” as contemplated by WARN affecting any site of employment or facility independent contractor of the Company or any of its Subsidiariesthe other Group Companies is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, non-solicitation agreement, restrictive covenant or other obligation: (i) owed to the Company or any of the other Group Companies, or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the Company or any of the other Group Companies. (e) No employee layoff, facility closure, shutdown (whether voluntary or by order), reduction in force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees or individual independent contractors of the Company or any of the other Group Companies is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID-19.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.11(a)(xiii) of the Company Disclosure LetterSchedule, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to any Collective Bargaining Agreement or is negotiating other Contract with any collective bargaining agreement labor organization, union or association. Except as set forth in Section 4.13(a) of the Company Disclosure Schedule: (i) there are not, and have not been since January 1, 2008, to the Knowledge of the Company, any union organizing activities concerning any employees of the Company or any of its Subsidiaries; (ii) since January 1, 2008, there have been no strikes, slowdowns, work stoppages, lockouts, corporate campaigns, picketing, leafleting, bannering, or other labor Contract, disputes against the Company or any of its Subsidiaries; and (ziii) there no grievance or arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a Collective Bargaining Agreement (each, a “Labor Proceeding”), has been filed or is no pending andagainst the Company or any of its Subsidiaries that would, if determined adversely to the Company, have or reasonably be expected to result in a material liability to the Company. To the Knowledge of the Company, there is no threatened Labor Proceeding as of the date of this Agreement that would reasonably be expected to result in a material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting liability to the Company or any of its SubsidiariesCompany. (b) The Except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect or as set forth in Section 4.13(b) of the Company Disclosure Schedule: (i) each of the Company and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws relating to the respecting employment and employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and healthwithholding of taxes, workers’ compensation, pay equityplant closings, classification of employeesForm I-9 matters, wages and the collection hours and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, occupational safety and health; and (ii) each individual who renders services to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesSubsidiaries who is classified by 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 Tax reporting and under Company Benefit Plans) is properly so characterized. Except as set forth in Section 4.09 of the Company Disclosure Schedule and except as would not reasonably be expected to result in a material liability to the Company, each of the Company and its Subsidiaries is in compliance in all material respects with the terms of the Collective Bargaining Agreements. (c) Except as set forth in Section 4.13(c) of the Company Disclosure Schedule, the Company and its Subsidiaries have no consultation, notification, or approval requirements to any union or other similar labor organization in connection with the negotiation and consummation of the Merger.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 on Schedule 3.10 of the Company Disclosure Letter, and (ii) or as may be required by local laws, there are no collective bargaining or similar agreements relating to the compensation or working conditions of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The subsidiaries to which the Company and each or any of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment subsidiaries is a party or by which any of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxesthem is bound. No material unfair labor practice charge or complaint is pending or, to the Knowledge Except as set forth on Schedule 3.10 of the CompanyCompany Disclosure Letter, threatenedthere is no obligation under any agreement for the Company or any of its subsidiaries to recognize or bargain with any labor organization or union on behalf of its employees. Neither the Company nor any of its Subsidiaries subsidiaries is subject to any proceeding or, to the Knowledge of the Weatxxxxxxx Xxxities, has incurred been charged or threatened with a charge asserting that it or any subsidiary has committed an unfair labor practice, in any case that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No representation election petition has been filed by the employees of the Company or any of its subsidiaries, and no Weatxxxxxxx Xxxity has any Knowledge of any union organizational or representational activity involving any of the employees. There are no picketing, strikes, or any material liability slowdowns, work stoppages, disturbances, other "concerted actions," lockouts, arbitrations, grievances, or material obligation under other labor disputes involving the Company or any of its subsidiaries, pending, or to the Knowledge of the Weatxxxxxxx Xxxities, threatened, in any case that would reasonably be expected 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 constitute a "mass layoff" or "plant closing" within the meaning of the Worker Adjustment and Retraining Notification Act (“WARN”) or otherwise trigger notice requirements under any similar state foreign, state, or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesclosing law.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 5.2(m) of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatenedSchedule, (yi) neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement agreement, contract, work rules, or other labor-related agreement, arrangement, or understanding with any labor Contractunion, and labor organization, or works council, (zii) there is no employees of the Company or its Subsidiaries are represented by any labor union, labor organization, or works council with respect to their employment with the Company or its Subsidiaries, (iii) no labor union, labor organization, works council, or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, and, to the Knowledge Company’s Knowledge, there are no current labor union organizing activities with respect to any employees of the CompanyCompany or its Subsidiaries, there (iv) neither the Company nor any of its Subsidiaries is the subject of a proceeding asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel the Company or any of its Subsidiaries to bargain with any labor union, labor organization, or works council, (v) no threatened material strike, picketslowdown, work stoppage, work slowdown lockout, or other organized labor dispute is pending or, to the Company’s Knowledge, threatened, against or otherwise affecting the Company or any of its Subsidiaries. , and neither the Company nor any of its Subsidiaries has experienced any such labor action or event since January 1, 2003, (bvi) The the Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws legal requirements, agreements, contracts, and policies relating to the employment and employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, occupational safety and health, workers’ compensationplant closures and layoffs, pay equity, classification of employeeswages, and the collection hours of work and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint (vii) except as Previously Disclosed, there is no pending or, to the Knowledge of the Company’s Knowledge, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability threatened litigation, arbitration, suit or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) claim between or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of involving the Company or its Subsidiaries and any of its Subsidiariestheir current or former executive, officers, employees, independent contractors, or applicants for employment.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 Schedule 5.17(a) or except in the ordinary course of business as provisioned and/or reserved for in the financial statements of the Subsidiaries and/or as required by Applicable Law, there are no (i) outstanding loans and advances (other than routine business advances to be repaid or formally accounted for within sixty (60) days) made by either Subsidiary to, or made to either Subsidiary by, any Company Disclosure LetterPersons, and (ii) as of any date subsequent to the date of this Agreement except as would notcurrent employment, individually consulting or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries severance agreements that either Subsidiary is a party to with any Company Persons, (iii) severance or is negotiating bonuses payable to any collective bargaining agreement Company Person upon termination of employment or other labor Contractengagement or upon the consummation of the transaction contemplated under this Agreement, and (ziv) there is no pending andemployee pension, to the Knowledge of the Companyplans, there is no threatened material strikewelfare benefit plans, picketstock bonus, work stoppagestock option, work slowdown or other organized labor dispute affecting the Company restricted stock, stock appreciation right, stock purchase, bonus, incentive, deferred compensation, severance, vacation plans, or any of its other employee benefit plan, program, policy or arrangement maintained or contributed to by the Subsidiaries. (ba) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Applicable Laws relating to the employment and employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, and wages and hours, and are not engaged nor have engaged in any unfair labor practice or unlawful employment practice. (b) Except as set forth on Schedule 5.17(b), no Subsidiary is a party to any labor or collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employeesbargaining agreement or similar agreements, and the collection there are no labor or collective bargaining agreements or similar agreements that pertain to employees of any Subsidiary. (c) Except as set forth on Schedule 5.17(c), there are no pending or, to Sellers’ Knowledge, threatened strikes, work stoppages, slowdowns or lockouts against any Subsidiary and payment of withholding or social security Taxes. No no pending material unfair labor practice charge charges, grievances or complaint is complaints filed or, to Sellers’ Knowledge, threatened to be filed with any Governmental Authority based on the employment or termination by any Subsidiary of any individual. (d) There are no claims or controversies pending or, to the Knowledge of the CompanySellers, threatened. Neither the Company nor threatened involving any of its Subsidiaries has incurred any material liability labor union or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) similar organization, or any similar state or local Law which remains unsatisfiedotherwise, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility with respect to employees of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.19 of the Company Disclosure LetterSchedule, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andthere are no labor disputes pending or, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, between the Company or any of its Subsidiaries and any of their respective employees, which disputes are reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 4.19 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is involved in or, to the knowledge of the Company, threatened with any labor dispute, grievance, litigation, administrative proceeding, petition or request relating to labor, safety or discrimination matters involving any persons employed by the Company or its Subsidiaries, (yincluding, without limitation, charges of unfair labor practices or discrimination complaints) that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effect. To the Company's knowledge, neither the Company nor any of its Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act within the past five years of the date hereof. Except as set forth in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to to, or is negotiating bound by, any collective bargaining agreement or other labor Contract, 25 30 union contract with respect to any persons employed by the Company or its Subsidiaries and (z) there no collective bargaining agreement is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting being negotiated by the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are . Except as set forth in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge Section 4.19 of the CompanyCompany Disclosure Schedule, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned any knowledge of any strikes, slowdowns, work stoppages or announced lockouts, or threats thereof, by or with respect to any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility employees of the Company or any of its Subsidiaries, and there have been no such strikes, slowdowns, work stoppages or lockouts within the past three years of the date hereof.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 of on the Company Disclosure Letter, and Schedule: ------------- ------------------- (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (xi) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries Companies is a party to any labor agreement with respect to its employees with any labor organization, group or association; (ii) to the best knowledge of the Companies after due inquiry, none of the Companies has experienced any attempt by organized labor or its representatives to make any of the Companies conform to demands of organized labor relating to its employees or to enter into a binding agreement with organized labor that would cover the employees of any of the Companies; (iii) each of the Companies is negotiating in substantial compliance with all applicable laws respecting employment practices, terms and conditions of employment and wages and hours; (iv) to the best knowledge of the Companies' after due inquiry, none of the Companies has engaged in any collective bargaining agreement or other unfair labor Contract, practice and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint against any of the Companies pending or threatened before the National Labor Relations Board or any other governmental agency arising out of any of the Companies' activities, and none of the Sellers or the Companies has knowledge of any facts or information which would give rise thereto; (v) there is no labor strike or labor disturbance pending or, to the Knowledge best of each of the CompanySellers' and the Companies' knowledge, threatened. Neither the Company nor threatened against any of its Subsidiaries the Companies, nor is any grievance currently being asserted; and (vi) none of the Companies has incurred any material liability experienced a work stoppage or material obligation under other labor difficulty. (b) Since the enactment of the Worker Adjustment and Retraining Notification Act (“WARN”the "WARN Act"), Seller has not effectuated (i) a "plant -------- closing" (as defined in the WARN Act) affecting any site of employment of one or more Facilities or operating units within any similar state site of employment or local Law which remains unsatisfied, and neither Facility of the Company nor any of its Subsidiaries has planned Business; or announced any “plant closing” or “(ii) a "mass layoff” " (as contemplated by defined in the WARN Act) affecting any site of employment or facility one or more Facilities or operating units within any site of employment or Facility of the Company Business. Seller has not been affected by any transaction or engaged in layoffs or employment terminations with respect to the Business sufficient in number to trigger application of any similar state or local law. No employees of its Subsidiariesthe Business have suffered an "employment loss" (as defined in the WARN Act) within six months prior to the date hereof.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement with any labor union, confederation or other association and there are no discussions, negotiations, demands or proposals that are pending or have been conducted or made with or by any labor Contractunion, and (z) confederation or association. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement or in the Disclosure Memorandum with specific reference to this Section, there is are no material controversies pending andor, to the Knowledge knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting between the Company or any of its Subsidiaries. (b) The Company Subsidiaries and each any representatives of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending oremployees and, to the Knowledge knowledge of the Company, threatenedthere are no material organizational efforts presently being made involving Subsidiaries. Neither the Company nor any of its Subsidiaries Since January 1, 1991, there has incurred any material liability been no work stoppage, strike or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated other concerted action by WARN affecting any site of employment or facility employees of the Company or any of its Subsidiaries. During that period, the Company and its Subsidiaries have complied in all material respects with all applicable laws relating to the employment of labor, including, without limitation those relating to wages, hours and collective bargaining. Except as set forth in the Disclosure Memorandum with specific reference to this Section, there is no present or former employee, manager or director of the Company or any of its Subsidiaries who has made any claim since January 1, 1998 against the Company or any of its Subsidiaries (whether under law, any employment agreement or otherwise) on account of or for: (i) overtime pay, other than overtime pay for the current payroll period; (ii) wages or salaries, other than wages or salaries for the current payroll period; (iii) vacations, sick leave, time off or pay in lieu of vacation, sick leave or time off, other than vacation, sick leave or time off (or pay in lieu thereof) earned in the twelve-month period immediately preceding the date of this Agreement; or (iv) termination of employment, and to the Company's knowledge, there is no basis for any such claim.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in on Section 6.10 3.13(a) of the Company Disclosure Letter, and (ii) as there are no material Legal Actions pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries by or on behalf of any date subsequent to the date of this Agreement except their present or former employees. (b) Except as would not, individually or set forth in the aggregate, reasonably be expected to have a Material Adverse Effect: (xSection 3.13(b) none of the employees Company Disclosure Letter, none of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement agreements, works councils or other labor Contractunion contracts. To the Company’s Knowledge, and (z) there is no labor union organizing or election activity pending or threatened with respect to the employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has suffered or sustained any labor strike, slowdown or work stoppage since January 1, 2019 and, to the Knowledge Company’s Knowledge, no labor strike, slowdown or work stoppage is threatened by the employees of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries has engaged in any plant closing or employee layoff activities since the Balance Sheet Date that would violate or require the provision of notice under the WARN Act. (c) The Company and its Subsidiaries have complied in all material respects with all applicable Laws related to the employment of their respective employees, including provisions related to payment of wages, hours of work, leaves of absence, equal opportunity, classification of employees and independent contractors, immigration, occupational health and safety, and workers’ compensation. (d) To the Company’s Knowledge, there no officer, executive or management-level employee of the Company or any of its Subsidiaries is no threatened material strikeparty to any confidentiality, picketnon-competition, work stoppagenon-solicitation, work slowdown proprietary rights or other organized labor dispute affecting such agreement that would materially restrict the performance of such Person’s current employment duties with the Company or any of its Subsidiaries. (be) The Except as would not reasonably be expected to result in a material liability to the Company and each of its Subsidiaries, taken as a whole, the Company and its Subsidiaries are in compliance in have complied with all material respects with all applicable Laws relating to the employment of laborinformation reporting and backup withholding requirements, including all applicable Laws relating the maintenance of required records with respect thereto, in connection with amounts paid to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding any employee or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesindependent contractor.

Labor Matters. (a) Except as set forth on Schedule 4.24(a): (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company Parent nor any of its Subsidiaries is a party to any outstanding employment agreements or contracts with officers, managers or employees of either of Parent or its Subsidiaries that are not terminable at will; (ii) neither Parent nor any of its Subsidiaries is negotiating a party to any agreement, policy or practice that requires it to pay termination, change of control or severance pay to salaried, non-exempt or hourly employees of such company (other than as required by law); (iii) neither Parent nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor Contract, union contract applicable to its employees nor does Parent have Knowledge of any activities or proceedings of any labor union to organize any such employees; and (ziv) there neither Parent nor any of its Subsidiaries is no pending and, a party to the Knowledge of the Company, there is no threatened any material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company consulting agreements with any Person providing services to Parent or any of its Subsidiaries. (b) The Company and Except as set forth on Schedule 4.24(b): (i) each of Parent and its Subsidiaries are is in compliance in all material respects with all applicable Laws laws relating to employment and employment practices, the employment classification of laboremployees, including all applicable Laws relating to wages, hours, collective bargaining, employment unlawful discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification compensation and terms and conditions of employees, and the collection and payment of withholding employment; (ii) there are no charges with respect to or social security Taxes. No material unfair labor practice charge relating to either Parent or complaint is its Subsidiaries pending or, to the Knowledge of Parent, threatened before the CompanyEqual Employment Opportunity Commission or any state, threatened. Neither local or foreign agency responsible for the Company prevention of unlawful employment practices; and (iii) neither Parent nor any of its Subsidiaries has incurred received any material liability notice from any national, state, local or material obligation under foreign agency responsible for the Worker Adjustment enforcement of labor or employment laws of an intention to conduct an investigation of either of Parent or its Subsidiaries and Retraining Notification Act no such investigation is in progress. (c) Except as set forth on Schedule 4.24(c), there has been no “WARN”mass layoff” or “plant closing” as defined by WARN with respect to the current or former employees of Parent or its Subsidiaries. (d) or any similar state or local Law which remains unsatisfiedExcept as set forth on Schedule 4.24(d), and neither the Company Parent nor any of its Subsidiaries has planned any severance plan or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of severance obligation with respect to its Subsidiariesemployees.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 3.14 of the Company Disclosure LetterLetter lists all collective bargaining, labor or similar agreements, including material local or side agreements in effect that the Company or any of its Subsidiaries or their respective assets or properties is bound by or subject to (each, a “Collective Bargaining Agreement”), and a copy of each Collective Bargaining Agreement has been made available to Parent. (iia) The Company and each of its Subsidiaries has complied in all material respects with its obligations to, and is not in default under, any Collective Bargaining Agreement, (b) as of any date subsequent to the date of this Agreement except as would nothereof, individually (i) there are no strikes or in the aggregate, reasonably be expected lockouts with respect to have a Material Adverse Effect: (x) none of the any employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor ContractSubsidiaries, and (zii) there is no pending and, to the Knowledge of the Company, there is no material union organizing effort pending or threatened against the Company or any of its Subsidiaries (for the avoidance of doubt, other than any matters set forth in any Collective Bargaining Agreement), (iii) there is no material strikeunfair labor practice, picket, work stoppage, work slowdown or other organized labor dispute affecting (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries. , and (biv) The there is no material slowdown, or work stoppage in effect or, to the Knowledge of the Company, threatened with respect to employees of the Company or any of its Subsidiaries, and (c) the Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the respecting (i) employment and employment practices, (ii) terms and conditions of labor, including all applicable Laws relating to wages, employment and wages and hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material (iii) unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatenedpractices. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation liabilities under the Worker Adjustment and Retraining Notification Act of 1998 (the “WARNWARN Act”) or as a result of any similar state or local Law which remains unsatisfied, and neither action taken by the Company nor any (other than at the written direction of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesParent).

Labor Matters. (a) (i) As of Since the date of this AgreementCompany’s incorporation, except as set forth in Section 6.10 of the Company Disclosure Letter, is not and (ii) as of any date subsequent would not reasonably be expected to the date of this Agreement except as would notbe, individually or in the aggregate, reasonably be expected material to have a Material Adverse Effect: the Company, (xi) none the Company (A) has not had any Liability for any failure to pay or delinquency in paying wages or other compensation for services (including all wages and salaries, wage premiums, commissions, severance, termination payments, fees, bonuses, and any other compensation that has come due and payable to any current or former employees and independent contractors under applicable Law, Contract or Company policy), or any penalties, fines, interest, or other sums, and (B) has not had any Liability for any payment to any trust or other fund governed by or maintained by or on behalf of the any Governmental Entity with respect to unemployment compensation benefits, social security, social insurances or other benefits or obligations for any employees of the Company (other than routine payments to be made in the normal course of business and consistent with past practice); and (ii) the Company has withheld all amounts required by applicable Law or its Subsidiaries is represented by a union andagreement to be withheld from wages, salaries and other payments to the knowledge employees or independent contractors or other service providers of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) Since the Company’s incorporation, there has been no “mass layoff” or “plant closing” as defined by WARN related to the Company, and the Company has not incurred any material Liability under WARN. (c) There are no Proceedings pending or, to the Company’s knowledge, threatened, against the Company, by or on behalf of any current or former director, manager, officer, employee, individual independent contractor or other service providers or government or administrative authority relating to employment or employment practices, including any claims relating to actual or alleged harassment, discrimination, or retaliation, or similar tortious conduct, breach of contract, interference with contract, aiding and abetting breach of contract, including any contract related to any trade secret, confidentiality or nondisclosure obligation, noncompetition obligation, nonsolicitation obligation, noninterference obligation, or other restrictive covenant obligation, wrongful termination, defamation, intentional or negligent infliction of emotional distress, interference with actual or prospective economic disadvantage, salary differences, and social security contributions and taxes. The Company is not bound by any consent decree with, or citation by, any Governmental Entity relating to any employment practices. (d) The Company has promptly, thoroughly and impartially investigated all sexual harassment, or other discrimination, retaliation or policy violation allegations of which it is aware. With respect to each such allegation with potential merit, the Company has taken prompt corrective action that is reasonably calculated to prevent further potentially improper action. The Company does not reasonably expect any material Liabilities with respect to any such allegations and, to the Company’s knowledge, there are no allegations relating to officers, directors, employees, contractors, or agents of its Subsidiaries the Company that, if known to the public, would bring the Company into material disrepute. (e) The Company is not a party to or bound by any CBA and no employees of the 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 the 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 Company’s incorporation, 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 the Company. Since the Company’s incorporation, no labor union, works council, other labor organization, or group of employees of the Company has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. To the Company’s knowledge, since the Company’s incorporation, there have been no labor organizing activities with respect to any employees of the Company. (f) No employee layoff, facility closure or shutdown (whether voluntary or by Order), reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes affecting employees of the Company has occurred since January 1, 2020 or is currently contemplated, planned or announced, including as a result of COVID-19 or any Law, Order, directive, guideline or recommendation by any Governmental Entity in connection with or in response to COVID-19. The Company has not otherwise experienced any material employment-related liability with respect to or arising out of COVID-19 or any Law, Order, directive, guideline or recommendation by any Governmental Entity in connection with or in response to COVID-19. (g) No current or former director, officer, employee or independent contractor of the Company is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, noninterference agreement, restrictive covenant or other obligation: (i) owed to the Company; or (ii) owed to any third party with respect to such person’s right to be employed or engaged by the Company. (h) To the Company’s knowledge, no current employee of the Company with annualized compensation at or above $350,000 intends to terminate his or her employment prior to the one (1) year anniversary of the Closing. (i) The Company has been in compliance in all material respects with all applicable Laws relating to the employment of respecting labor, employment and employment practices, including, without limitation, all Laws respecting terms and conditions of employment, health and safety, wages and hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all applicable Laws relating to wages, hours, collective bargainingemployees and the proper confirmation of employee visas), employment discriminationharassment, civil rightsdiscrimination or retaliation, safety whistleblowing, disability rights or benefits, equal opportunity, plant closures and healthlayoffs (including WARN), employee trainings and notices, workers’ compensation, pay equitylabor relations, classification of employeesemployee leave issues, COVID-19, affirmative action and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesunemployment insurance.

Labor Matters. (a) (i) As of Neither the date of this Agreement, Corporation nor the Subsidiary is engaged in any unfair labor practice; except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as for matters which would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect: , (xi) none of the employees of the Company or its Subsidiaries there is represented by a union and(A) no unfair labor practice complaint pending or, to the knowledge Corporation's knowledge, threatened against the Corporation or the Subsidiary before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any under collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint agreements is pending or, to the Knowledge Corporation’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Corporation’s knowledge, threatened against the Corporation or the Subsidiary and (C) no union representation dispute currently existing concerning the employees of the CompanyCorporation or the Subsidiary; (ii) to the Corporation's knowledge, threatened. Neither no union organizing activities are currently taking place concerning the Company nor employees of the Corporation or the Subsidiary; and (iii) there has been no violation of any federal, state, provincial, local or foreign law relating to discrimination in the hiring, promotion or pay of its Subsidiaries has incurred employees, any material liability applicable wage or material obligation under hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”) "WARN Act"), or the WARN Act’s state, provincial, foreign or local equivalent, or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility provision of the Company Employee Retirement Income Security Act of 1974 ("ERISA"), or the rules and regulations promulgated thereunder concerning the employees of the Corporation or the Subsidiary; the Corporation and the Subsidiary are in compliance with all presently applicable provisions of ERISA, except where such non-compliance would not be reasonably expected to result in a Material Adverse Effect; no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) to which the Corporation or the Subsidiary contributes or which the Corporation or the Subsidiary maintains; the Corporation and the Subsidiary has not incurred and does not expect to incur liability under (x) Title IV of its SubsidiariesERISA with respect to termination of, or withdrawal from, any "pension plan" or (y) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code"); and each "pension plan" for which the Corporation or the Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement, labor union contract, works council contract, or trade union agreement (each a “Collective Bargaining Agreement”) and no Collective Bargaining Agreement is applicable to any employees of the Company or other any of its Subsidiaries; (ii) to the Knowledge of the Company, there are no activities or proceedings of any labor Contract, or trade union to organize any employees of the Company or any of its Subsidiaries; (iii) no Collective Bargaining Agreement is being negotiated by the Company or any of its Subsidiaries; and (ziv) there is no strike, lockout, slowdown or work stoppage against the Company or any of its Subsidiaries pending andor, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting that may interfere with the respective business activities of the Company or any of its Subsidiaries. As of the date of this Agreement, no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or certification, 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 labor relations tribunal or authority. (b) Neither the Company nor any of its Subsidiaries (i) as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Merger or other transactions contemplated by this Agreement or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them) or (ii) has any express commitment, whether legally enforceable or not, to, or not to, modify, change or terminate any Company Employee Plans. (c) The Company and each its Subsidiaries are materially complying with and have materially complied with applicable Laws and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, and collective bargaining). Neither the Company nor any of its Subsidiaries are engaged in compliance any unfair labor practice, as defined in all material respects with all the National Labor Relations Act or other applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security TaxesLaws. No material unfair labor practice or labor charge or complaint is pending or, to the Knowledge of the Company, threatenedthreatened with respect to the Company or any of its Subsidiaries before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other Governmental Authority. (d) The Company and each Subsidiary of the Company 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 any penalty for failure to comply with any of the foregoing. Neither the Company nor any Subsidiary of its Subsidiaries has incurred the Company is liable for any material liability payment to any trust or material obligation under 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 Worker Adjustment and Retraining Notification Act ordinary course of business consistent with past practice). (“WARN”e) As of the date of this Agreement, the Company has not received any written notice from any officer of the Company that he or any similar state or local Law which remains unsatisfied, and neither she intends to resign from the Company. (f) Neither the Company nor any Subsidiary of the Company are a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices. Neither the Company, any Subsidiary of the Company, or any of its Subsidiaries or their executive officers has planned received within the past three (3) years any notice of intent by any Governmental Authority responsible for the enforcement of labor or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of Laws to conduct an investigation relating to the Company or any Subsidiary of the Company and, to the Knowledge of the Company, no such investigation is in progress. (g) Except as set forth in the jurisdictions of employment set forth in Section 3.18(g) of the Company Disclosure Letter, the employment of each officer, employee and consultant of the Company and each of its SubsidiariesSubsidiaries is terminable at will.

Labor Matters. (a) (i) As of the date of this AgreementExcept as disclosed on Schedule 3.20(a), except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company Seller nor any of its Subsidiaries the Companies is a party to or is negotiating bound by any collective bargaining agreement contract or other agreement with any labor Contractunion or similar labor organization representing the Business Employees, and (z) there is no pending and, to the Knowledge of the CompanySeller’s Knowledge, there is are no threatened material strike, picket, work stoppage, work slowdown organizational efforts with respect to the formation of a collective bargaining unit presently being made or other organized labor dispute affecting the Company or any of its Subsidiariesthreatened. (b) The Company Since January 1, 2014 (and prior to then, to Seller’s Knowledge), (i) there has not been any strike, picketing, boycott, work stoppage or slowdown or other labor dispute nor, to Seller’s Knowledge, is any such event or any organizing effort threatened by any Business Employee; (ii) none of Seller Parent Guarantor, the Companies or the AEC Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations Act; and (iii) with respect to the Business Employees, each of its Subsidiaries are in compliance Seller Parent Guarantor, the Companies and the AEC Subsidiary has complied in all material respects with all applicable Laws relating to the employment of laborlabor and employment practices, including all applicable Laws provisions thereof relating to wages, hours, health and safety, equal opportunity, immigration (including all I-9 obligations), collective bargainingbargaining and the payment of social security, wage, payroll and other Taxes. There is no pending or, to Seller’s Knowledge, threatened, material charge or complaint alleging violations of any labor or employment Law, including claims of unfair labor practice (as defined in the National Labor Relations Act or other applicable Laws), employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding wrongful termination or social security Taxes. No material unfair labor practice charge or complaint is pending or, similar matters with respect to the Knowledge Business Employees. (c) As of the Companydate hereof, threatened. no collective bargaining agreement is being negotiated by Seller with respect to the Business Employees. (d) Neither the Company Seller nor any of its Subsidiaries has incurred Company is a party to, or is otherwise bound by, any material liability settlement, consent decree, order, or material obligation under the Worker Adjustment and Retraining Notification Act injunction issued by any Governmental Authority with respect to any Business Employees. (“WARN”e) or any similar state or local Law which remains unsatisfiedSince January 1, and 2014, (i) neither the Company Companies nor any of its Subsidiaries the AEC Subsidiary has planned or announced any effectuated a “plant closing” or “mass layoff” (as contemplated by defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, (ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with the Companies or the AEC Subsidiary affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither the Companies nor the AEC Subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of the Company any similar state, local or any of its Subsidiariesforeign Law.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 of the Company Disclosure Letter, and on Schedule 3.24(a): (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (yi) neither the Company nor any of its Subsidiaries is a party to any outstanding employment agreements or contracts with officers, managers or employees of either of the Company or its Subsidiaries that are not terminable at will; (ii) neither the Company nor any of its Subsidiaries is negotiating a party to any agreement, policy or practice that requires it to pay termination, change of control or severance pay to salaried, non-exempt or hourly employees of such company (other than as required by law); and (iii) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor Contract, and (z) there is no pending and, union contract applicable to its employees nor does the Company have Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown any activities or other organized proceedings of any labor dispute affecting the Company or union to organize any of its Subsidiariessuch employees. (b) The Except as set forth on Schedule 3.24(b): (i) each of the Company and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws laws relating to employment and employment practices, the employment classification of laboremployees, including all applicable Laws relating to wages, hours, collective bargaining, employment unlawful discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification compensation and terms and conditions of employees, and employment; (ii) there are no material charges with respect to or relating to either of the collection and payment of withholding Company or social security Taxes. No material unfair labor practice charge or complaint is its Subsidiaries pending or, to the Knowledge of the Company, threatened. Neither threatened before the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) Equal Employment Opportunity Commission or any similar state state, local or local Law which remains unsatisfied, foreign agency responsible for the prevention of unlawful employment practices; and (iii) neither the Company nor any of its Subsidiaries has planned received any written notice from any national, state, local or announced any foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct a material investigation of either of the Company or its Subsidiaries and no such investigation is in progress. (c) Since December 31, 2004, except as set forth on Schedule 3.24(c), there has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act or any similar state or local “mass layoffplant closing” as contemplated by WARN affecting any site of employment law (“WARN”) with respect to the current or facility former employees of the Company or its Subsidiaries. (d) Except as set forth on Schedule 3.24(d), neither the Company nor any of its SubsidiariesSubsidiaries has adopted any severance plan or severance obligation with respect to its employees.

Labor Matters. (a) (iSection 4.16(a) As of the date Company Disclosure Schedule contains a complete and accurate list of this each collective bargaining or other labor union or foreign work council contract (including amendments thereto) applicable to Persons employed by the Company or any of the Company Subsidiaries to which the Company or any of the Company Subsidiaries is a party (each a “Company Collective Bargaining Agreement, except ”). The Company has made available to Parent a true and complete copy of each such Company Collective Bargaining Agreement. Except as set forth in Section 6.10 4.16(a) of the Company Disclosure LetterSchedule, and (i) no Company Collective Bargaining Agreement is being negotiated by the Company or any of the Company Subsidiaries or will be subject to negotiation prior to the Effective Time, (ii) as there is no strike, labor dispute, slowdown, lockout or work stoppage against the Company or any of any date subsequent the Company Subsidiaries pending or, to the date knowledge of this Agreement the Company, threatened with respect to any employee of the Company or any Company Subsidiary, (iii) to the knowledge of the Company, none of the Company or any Company Subsidiary has committed any material unfair labor practice in connection with the operation of the respective businesses of the Company and the Company Subsidiaries, (iv) no labor union, labor organization or group of employees of the Company or any of the Company Subsidiaries has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with any labor relations tribunal or authority, (v) to the Company’s knowledge, there are no labor union organizing activities pending or threatened with respect to any employees of the Company or any of the Company Subsidiaries, (vi) there are no arbitrations, written grievances or written complaints outstanding or, to the Company’s knowledge, threatened against the Company or any of the Company Subsidiaries under any Company Collective Bargaining Agreement, except for such matters as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (yvii) neither the Company nor any of its the Company Subsidiaries is a party to in receipt of written notice of any material statutory disputes or is negotiating any collective bargaining agreement or other unfair labor Contract, practice charges and (zviii) there is no pending and, to the Knowledge complaint for violation of the CompanyRailway Labor Act, there is no threatened material strike45 U.S.C. § 8, picketas amended, work stoppage, work slowdown or other organized labor dispute affecting against the Company or any of its SubsidiariesCompany Subsidiary pending before any Governmental Entity. (b) The Company and each the Company Subsidiaries have complied with the provisions of its Subsidiaries are in compliance in all material respects with Company Collective Bargaining Agreements and all applicable Laws relating Laws, rules and regulations with respect to the employment of labor, including all applicable Laws relating to wages, hours, collective bargainingemployment, employment discriminationpractices, civil rightsand terms, safety conditions and health, workers’ compensation, pay equity, classification of employeesemployment (including applicable Laws, rules and regulations regarding wage and hour requirements, immigration status, discrimination in employment, employee health and safety, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Workers’ Adjustment and Retraining Notification Act (“WARN”) Act), except for such noncompliance as has not had and would not reasonably be expected to directly or any similar state indirectly result in, individually or local Law which remains unsatisfied, and neither in the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of aggregate a material liability to the Company or any of its SubsidiariesCompany.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 3.15(a) of the Company Seller Disclosure LetterSchedule, and (ii) as of any date subsequent subject to Section 12.11(b), with respect to the date of this Agreement except as would notConsumer Care Business, individually or in the aggregateneither Seller, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the nor any Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its their Subsidiaries (i) is a party to or is negotiating any collective bargaining agreement agreements, union contracts, employee representation agreements, works council or other agreements with any labor Contractorganization or union or other employee organization (each, and a “Collective Bargaining Agreement”) (z) there is no pending and, to the Knowledge of Seller, no such agreement is currently being requested by, or is under discussion by management with, any employee or others), and (ii) is obligated by, or subject to, any Order or any unfair labor practice decision of the Company, there is no threatened material strike, picket, work stoppage, work slowdown National Labor Relations Board or other organized labor dispute affecting the Company similar state or any of its Subsidiariesforeign agency except as would not have a Business Material Adverse Effect. (b) The Except as set forth in Section 3.15(b) of the Seller Disclosure Schedule subject to Section 12.11(b), as of the date hereof, with respect to the Consumer Care Business, (i) neither Seller nor any Company or any of their Subsidiaries is a party or subject to any pending or, to the Knowledge of Seller, threatened material labor or civil rights dispute, controversy or grievance or any material unfair labor practice proceeding with respect to claims of, or obligations of, any Business Employee or group of Business Employees, and each (ii) neither Seller nor any Company or any of its their Subsidiaries are has received any notice with respect to the Consumer Care Business that any labor representation request is pending or, to the Knowledge of Seller, is threatened with respect to any Business Employee. (c) Each of Seller, the Companies and the Subsidiaries of the Companies is in compliance with respect to the Consumer Care Business in all material respects with all applicable Laws relating to the respecting employment of laborand employment practices, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety terms and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site conditions of employment or facility of the Company or any of its Subsidiariesand wages and hours.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 None of the Company Disclosure Letteror any Company Subsidiary is a party to any collective bargaining or similar agreement with a labor organization or employee representative body (each, and a “Collective Bargaining Agreement”). (iib) as of any date subsequent to the date of this Agreement except Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (x) none of the , with respect to employees of the Company or its Subsidiaries is represented by a union and, to the knowledge any of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, Company Subsidiaries: (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (za) there is are no labor-related strikes, walkouts or lockouts pending andor, to the Knowledge of the Company, threatened in writing, (b) to the Knowledge of the Company, no labor organization or group of employees has made a presently pending written demand for recognition or certification and there is are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened material strikein writing, picketto be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority and (c) there are no charges pending or, work stoppageto the Knowledge of the Company, work slowdown or other organized labor dispute affecting threatened in writing against the Company or any Company Subsidiary before the Equal Employment Opportunity Commission or any state, governmental or local agency in any relevant jurisdiction responsible of its Subsidiariesthe prevention of unlawful employment practices. (bc) The There is no pending or, to the Knowledge of the Company, threatened claim or litigation, or internal or external complaint, against the Company or any Company Subsidiary with respect to allegations of sexual or other workplace harassment or misconduct or hostile work environment, and there has been no settlement of, or payment arising out of or related to, any litigation or claim with respect to sexual or other workplace harassment or misconduct or hostile work environment in the twenty four (24) months prior to the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries Company Subsidiary are in compliance in all material respects with all applicable Laws relating to the employment of respecting labor, employment, discrimination in employment, terms and conditions of employment, payroll, worker classification (including all applicable Laws relating to the proper classification of workers as contingent workers, independent contractors and consultants), wages, hoursmandatory social security schemes, collective bargaining, employment discrimination, civil rights, hours and occupational safety and health, workers’ compensation, pay equity, classification terms and conditions of employees, employment and the collection employment practices. (d) The representations and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of warranties set forth in this Section 3.21 are the Company, threatened. Neither the Company nor ’s sole and exclusive representations relating to labor matters of any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiarieskind.

Labor Matters. (a) (i) As Neither of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement or other agreement with a labor Contractunion, labor organization, works council or similar organization, and (z) there is no pending and, to the Knowledge knowledge of the Company, there is are no threatened material strikeactivities or Legal Proceedings by any individual or group of individuals, picketincluding representatives of any labor unions, work stoppagelabor organizations, work slowdown works councils or other organized labor dispute affecting similar organizations, to organize any employees of the Company or any of its Subsidiaries. (b) There is no, and in the last three years there has not been any, strike, lockout, slowdown, work stoppage, unfair labor practice or other labor dispute, or arbitrations or grievances pending or, to the knowledge of the Company, threatened, that would interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries or prevent, materially delay or materially impair the ability of the Company to consummate the Contemplated Transactions. The Company and each of its Subsidiaries are is in material compliance in all material respects with all applicable Laws relating to the employment of regarding labor, employment and employment practices, wages and hours (including all applicable Laws relating to wagesclassification of employees, hours, collective bargaining, employment discrimination, civil rightsharassment and equitable pay practices), and occupational safety and health, workers’ compensation, pay equity, including the appropriate classification of employees, all current or former employees of the Company or any of its Subsidiaries as “exempt” or “non-exempt” and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatenedappropriate overtime. Neither the Company nor any of its Subsidiaries has has, in the last three years, incurred any material obligation or liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) of 1988 or any similar state or local Law which law that remains unsatisfied. (c) There are no material (i) Legal Proceedings pending or, and neither to the Company’s knowledge, threatened or (ii) investigations by a Governmental Entity, to the Company’s knowledge, pending or threatened, in each case, against the Company nor or any of its Subsidiaries has planned with respect to the classification or announced misclassification of any “plant closing” current or “mass layoff” as contemplated by WARN affecting any site of employment or facility former employee of the Company or any of its Subsidiaries. (d) During the past five years: (i) to the Company’s knowledge there have been no allegations of illegal retaliation with respect to “protected activity” under Title VII of the Civil Rights Act of 1964 (“Illegal Retaliation”), workplace sexual harassment, sexual misconduct or discrimination against an employee or director of the Company or its Subsidiaries, and (ii) none of the Company or any of its Subsidiaries has entered into any settlement agreement related to allegations of sexual harassment, sexual misconduct, Illegal Retaliation or discrimination by an employee or director of the Company or its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge None of the Company, no union organizing efforts have been conducted ’s or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries Subsidiaries’ employees is covered by a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown union or other organized labor dispute affecting the Company organization seeking or claiming to represent any of its Subsidiariessuch employees. (b) There is no labor dispute, strike, work stoppage or lockout, or, to the Company’s Knowledge, threat thereof, by or with respect to any of the Company’s or its Subsidiaries’ employees. (c) The Company and each of its Subsidiaries are have not engaged in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employeesany unfair labor practice, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. there is no pending or threatened labor board proceeding of any kind, including any such proceeding against the Company or its Subsidiaries. (d) No grievance or arbitration demand or proceeding has been filed, or to the Company’s Knowledge, is threatened against the Company or its Subsidiaries. (e) No citation has been issued by OSHA against the Company or its Subsidiaries and no notice of contest, claim, complaint, charge, investigation or other administrative enforcement proceeding involving the Company or its Subsidiaries has been filed or is pending or, to the Company’s Knowledge, threatened against the Company or its Subsidiaries under OSHA or any other applicable Law relating to occupational safety and health. (f) Neither the Company nor any of its Subsidiaries has incurred taken any action that would constitute a “mass layoff,” “mass termination” or “plant closing” within the meaning of the United States Worker Adjustment and Retraining Notification Act or otherwise trigger notice requirements or liability under any federal, local, state or foreign plant closing notice or collective dismissal Law. (g) To the Company’s Knowledge, the Company and its Subsidiaries are in material liability compliance with all applicable laws, regulations and orders governing or material obligation under concerning labor relations, union and collective bargaining, conditions of employment, employment discrimination and harassment, wages, hours or occupational safety and health, including, without limitation, ERISA, the Immigration Reform and Control Act of 1986, the National Labor Relations Act, the Civil Rights Acts of 1866 and 1964, the Equal Pay Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedAct, OSHA, the Xxxxx-Xxxxx Act, the Xxxxx-Xxxxx Act, the Service Contract Act, Executive Order 11246, and neither the Rehabilitation Act of 1973 and all regulations under such acts, except where such non-compliance would not have a Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesMaterial Adverse Effect.

Labor Matters. (a) (i) As of the date hereof, the Company Parties, CEOC or their respective Subsidiaries or Affiliates are the employer of this Agreementeach current Property Employee. Each employee of the Company Parties and their Subsidiaries is a Property Employee. The Caesars Parties have previously delivered to Growth Partners a complete and correct (in all material respects) list as of a recent date (and without regard to the employment transfer contemplated by Section 8.16 and the consummation of the Restructuring Transactions) of each employee of the Company Parties (or any of their Subsidiaries), except including each such employee’s name, title, employing entity, salary or hourly rate (as applicable), and exempt or non-exempt status. (b) Except as set forth in on Section 6.10 6.19(b) of the Company Caesars Disclosure LetterSchedule, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (xi) none of the employees of Property Employers or the Company Parties or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its their respective Subsidiaries is a party to or is negotiating otherwise bound by, or is otherwise obligated with respect to, any collective bargaining agreement, labor union contract, trade union agreement or other labor Contractforeign works council contract (any such arrangement, a “Labor Agreement”); (ii) there are no Labor Agreements that pertain to the Property Employees; and (ziii) there no Property Employees are represented by any labor organization with respect to their employment by any Property Employer. There is no pending andor, to the Knowledge of the CompanyCaesars Parties, there is no threatened material strike, picketslowdown, work stoppage, or lockout by or with respect to any Property Employees, and no such strike, slowdown, work slowdown stoppage, lockout, or, to the Knowledge of the Caesars Parties, threat thereof, has occurred in the past five years. No labor union, labor organization, or other organized group of Property Employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings pending or, to the Knowledge of the Caesars Parties, threatened to be brought or filed. To the Knowledge of the Caesars Parties, there are no labor dispute affecting the Company or union organizing activities with respect to any of its SubsidiariesProperty Employees. (bc) The Except as set forth on Section 6.19(c)(i) of the Caesars Disclosure Schedule, there are no material claims, charges, administrative proceedings, complaints, disputes, grievances, arbitrations or controversies pending or, to the Knowledge of the Caesars Parties, threatened by or on behalf of any labor union, Property Employee, applicant for employment at any Property Employer or Company Party, or current or former consultant or independent contractor whose services are or were performed for any Property Employer or Company Party. None of the Caesars Parties or their respective Affiliates has received notice of the intent of any Governmental Entity (including but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any similar state agencies) to conduct an investigation or audit related to Property Employees or employment practices, or notice that any such audit or investigation is in progress. Except as set forth on Section 6.19(c)(ii) of the Caesars Disclosure Schedule, no matter set forth on Section 6.19(c)(i) of the Caesars Disclosure Schedule (A) requests class-wide relief or relief on behalf of more than one Property Employee or (B) seeks damages or other relief in excess of $250,000. (d) Each Property Employer and each of Company Party and its Subsidiaries are is, and since January 1, 2011 has been, in compliance in all material respects with all applicable Laws relating to the laws respecting employment and employment practices, including, without limitation, terms and conditions of employment, health and safety, wages and hours, exempt/non-exempt classifications, classifications of employees and independent contractors, child labor, including all applicable Laws relating to wages, hours, collective bargainingimmigration, employment discrimination, civil rightsdisability rights or benefits, safety equal opportunity, plant closures and healthlayoffs, affirmative action, workers’ compensation, pay equitylabor relations, classification of employeesemployee leave issues and unemployment insurance. (e) Each Property Employer and each Company Party and its Subsidiaries is, and the collection since January 1, 2011 has been, in material compliance with all applicable employee licensing requirements and payment of withholding has taken commercially reasonable measures to ensure that each Property Employee who is required to have a gaming or social security Taxes. No material unfair labor practice charge other license under any Gaming Law or complaint is pending or, other Law maintains such license in current and valid form. (f) With respect to the Knowledge of the Companytransactions contemplated by this Agreement, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability notice to employees or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) their representatives required by applicable Law or any similar state Labor Agreement has been or local Law which remains unsatisfiedprior to the Closing will be given, and neither any bargaining obligations have been or prior to the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesClosing will be satisfied.

Labor Matters. (a) (i) As Section 3.17 of the Company Disclosure Schedule contains a list as of the date of this Agreement, except as set forth in Section 6.10 Agreement of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the all employees of the Company or and each of its Subsidiaries whose annual rate of base compensation exceeds $150,000 per year, along with the position and the annual rate of base compensation of each such person. (b) No employee or former employee of the Company is represented by a union and, subject to the knowledge of any collective bargaining or works council agreement relating to their employment with the Company, and there is no union organizing efforts have been union, works council, or other labor organization which, pursuant to applicable law, must be notified or consulted or with which negotiations need to be conducted or threatened since January 1, 2005 or are being conducted or threatened, by operation of law in connection with the Merger. (yc) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating the subject of any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting proceeding asserting that the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material has committed an unfair labor practice charge or complaint is seeking to compel it to bargain with any labor union, works council, or other labor organization that, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect, and there is not pending or, to the Knowledge of the Company’s Knowledge, threatened. , any labor strike, dispute, walkout, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries has incurred is the subject of any material liability or material obligation under proceeding pending or, to the Worker Adjustment and Retraining Notification Act (“WARN”) Company’s Knowledge, threatened, before the Equal Employment Opportunity commission or any other similar state or local Law which remains unsatisfiedagency responsible for the prevention of unlawful employment practices. (e) Since January 1, and 2003, neither the Company nor any of its Subsidiaries has planned effectuated (i) a plant closing (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”)) affecting any site of employment or announced one or more facilities or operating units within any “plant closing” site of employment or “facility of the Company or a Company Subsidiary, or (ii) a mass layoff” layoff (as contemplated by defined in the WARN Act) affecting any site of employment or facility of the Company or a Company Subsidiary; nor since January 1, 2003 has the Company nor any of its SubsidiariesSubsidiaries been affected by any transaction or engaged in any layoffs or employment terminations sufficient in number to trigger application of any similar state or local law.

Labor Matters. (a) (i) As of There are no Legal Proceedings pending against the date of this Agreement, except as set forth in Section 6.10 Company or any of the Company Disclosure Letter, and (ii) as of Subsidiaries asserting that the Company or any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company Subsidiaries has committed an unfair labor practice, nor are have any such Legal Proceedings been threatened to the knowledge of the Company. There are no collective bargaining agreements or its other labor union agreements to which the Company or any of the Company Subsidiaries is represented by a union party, and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1as of the date of this Agreement, 2005 or are being conducted or threatened, (y) neither the Company nor any of its the Company Subsidiaries is a party the subject of any Legal Proceeding seeking to compel any of them to bargain with any labor organization as to wages or is negotiating conditions. To the Company’s knowledge, since January 1, 2004, neither the Company nor any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no Company Subsidiaries was the subject of any labor union organizing activity or had any actual or threatened material strike, picketemployee strikes, work stoppagestoppages, work slowdown slowdowns or other organized labor dispute affecting the Company or any of its Subsidiarieslockouts. (b) The Company and each of its Subsidiaries are Company Subsidiary has materially complied and is in material compliance in all material respects with all applicable Laws relating Legal Requirements with respect to the employment of laboremployment, including all applicable Laws relating to wagesimmigration, hours, collective bargaining, employment discrimination, civil rights, safety occupational health and health, workers’ compensation, pay equity, classification of employeessafety, and the collection wages and payment of withholding or social security Taxeshours. No material unfair labor practice charge or complaint is pending There are no Legal Proceedings pending, or, to the Knowledge knowledge of the Company, threatened. Neither , against the Company nor or any of its the Company Subsidiaries has incurred any material liability with respect to employment, immigration, occupational health and safety, or material obligation under wages and hours and that would reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Part 3.22(b) of the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedCompany Disclosure Schedule, and neither the Company nor any of the Company Subsidiaries is a party to or bound by any Contract limiting the right of the Company to terminate the employment of any of its Subsidiaries Executives at will or requiring the payment of severance upon termination. (c) To the Company’s knowledge, there has planned or announced not been a representation question respecting any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility the employees of the Company or any of its the Company Subsidiaries, there are no campaigns being conducted to solicit cards from or otherwise organize employees of the Company or any of the Company Subsidiaries to authorize representation by any labor organization, there has been no labor strike, slow-down or other concerted work stoppage with respect to the business activities of the Company or any of the Company Subsidiaries during the last three years, and no such labor strike, slow-down, or other concerted work stoppage is currently threatened. (d) To the Company’s knowledge, no employee of the Company or any of the Company Subsidiaries are in any material respect in violation of any term of any employment agreement, non-disclosure agreement, noncompetition 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 the Company Subsidiaries because of (i) the nature of the business conducted or presently proposed to be conducted by the Company or any of the Company Subsidiaries or (ii) the use of trade secrets or proprietary information of others. No Executive of the Company or any of the Company Subsidiaries has given notice to the Company or any of the Company Subsidiaries that any such Executive intends to terminate his or her employment with the Company or any of the Company Subsidiaries. Except as set forth in Part 3.22(d) of the Company Disclosure Schedule, there are no Legal Proceedings pending or, to the knowledge of the Company, threatened, between the Company or any of the Company Subsidiaries and any of their respective current or former employees, which Legal Proceedings would reasonably be expected to have a Company Material Adverse Effect, individually or collectively.

Labor Matters. (a) Section 2.23(a) of the Company Disclosure Schedule lists (i) As the corporate officers, corporate employees and non-corporate executives of the date Company and the Company Subsidiaries who, upon termination of this Agreementtheir employment by reason of the Merger are entitled to payments for severance or other similar payments, except (ii) any written agreements regarding such payments and (iii) any other severance agreements with current or former employees or directors of the Company or any Company Subsidiary: (A) that provide (in the case of each such agreement) for severance payments in excess of $100,000 or (B) where the current or former employee or director is otherwise entitled to receive annual base salary or annual fees from the Company or any Company Subsidiary in excess of $100,000. (b) Except as set forth in Section 6.10 2.23(b) of the Company Disclosure LetterSchedule, neither the Company nor any Material Company Subsidiary is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a domestic labor union or domestic labor union organization. There is no unfair labor practice or labor arbitration proceeding or grievance pending or, to the Company’s knowledge, threatened against the Company or any of the Material Company Subsidiaries relating to their business that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (ii) as of any date subsequent no such proceeding or grievance has occurred within the past three years. There is no labor strike, dispute, request for representation, slowdown or stoppage pending or, to the date Company’s knowledge, threatened against the Company or any Material Company Subsidiary that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and no such labor strike, dispute, request for representation, slowdown or stoppage has occurred within the past three years. To the Company’s knowledge, there are no organizational efforts with respect to the formation of this Agreement a collective bargaining unit presently being made or threatened involving employees of the Company or any of the Material Company Subsidiaries. The Company and each Material Company Subsidiary has complied in all material respects with all labor and employment Laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining and the payment of social security and other taxes, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually No Seller or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries Subsidiary is a party to or is negotiating and has no obligation under any collective bargaining agreement or other labor Contractunion contract, and (z) there is white paper or side agreement with any labor union or organization, or any obligation to recognize or deal with any labor union or organization. There are no pending andPending or, to any Seller’s knowledge, Threatened representation campaigns, elections or proceedings or questions concerning union representation involving any employees of any Seller or Subsidiary engaged in the Knowledge Business. There are no overt activities or efforts of any labor union or organization (or representatives thereof) to organize any employees engaged in the CompanyBusiness, there is no threatened material strikenor of any demands for recognition or collective bargaining, picketnor of any strikes, slowdowns, work stoppagestoppages or lock-outs of any kind, work slowdown or other organized labor dispute affecting the Company overt threats thereof, by or with respect to any of its Subsidiaries. employees, or any actual or claimed representatives thereof, and no such activities, efforts, demands, strikes, slowdowns, work stoppages or lock-outs occurred during the three year period preceding the date hereof. There are no charges or complaints involving any federal, provincial or local human rights enforcement agency, court or commission; complaints or citations under the Occupational Safety and Health Act (bAlberta) The Company or any other federal, provincial or municipal occupational safety act, regulation or code; unfair labor practice charges or complaints with the Canada Industrial Relations Board; or other claims, charges, actions or controversies Pending, or, to any Seller’s knowledge, Threatened or proposed, involving any Seller or Subsidiary and each of its Subsidiaries are any employee, former employee or any labor union or other organization representing or claiming to represent such employees’ interests, which could adversely affect the Business. Each Seller and Subsidiary is and has heretofore been in compliance in all material respects with all applicable Laws relating laws, rules and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, the sponsorship, maintenance, administration and operation of (or the participation of its employees in) employee Plans and arrangements and occupational safety and health programs, and no Seller or Subsidiary is engaged in any violation of any law, rule or regulation related to the employment of laboremployment, including all applicable Laws relating to wages, hours, collective bargaining, unfair labor practices or acts of employment discrimination, civil rightswhich could adversely affect the Business. Other than grievances brought in the ordinary course of business, safety and health, workers’ compensation, pay equity, classification there are no grievances against any Seller or Subsidiary of employees, and the collection and payment of withholding which any Seller or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor Subsidiary has received notice under any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariescollective agreement.

Labor Matters. (a) (i) As of the date of this AgreementThe Company is not a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union or other labor organization, except as set forth in Section 6.10 of nor is the Company Disclosure Letter, and (ii) as the subject of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of material Action asserting that the Company has committed an unfair labor practice or its Subsidiaries seeking to compel the Company to bargain with any labor union or other labor organization nor has there even been nor is represented by a union andthere pending or, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picketdispute, walk-out, work stoppage, work slowdown slow-down or other organized labor dispute affecting lockout involving the Company or any of its Subsidiaries. (b) Company. The Company has not taken any action that would constitute a “mass layoff,” “mass termination” or “plant closing” within the meaning of the United States Worker Adjustment and each of its Subsidiaries are in compliance Retraining Notification Act (the “WARN Act”) or would otherwise trigger notice requirements or liability under any plant closing notice or collective dismissal Law. The Company has complied in all material respects with all applicable Laws relating related to the employment of labor, including all applicable Laws provisions thereof relating to wages, hours, overtime (exempt/non-exempt), equal employment opportunity, collective bargaining, employment non-discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection withholding and payment of withholding or social security and other Taxes. No material unfair labor practice charge There are no Actions pending, or complaint is pending or, to the Knowledge Company’s knowledge, threatened by or on behalf of any present or former employee of the Company alleging any claim for material damages including but not limited to breach of any express or implied contract of employment, wrongful termination, infliction of emotional distress or violation of any Law concerning terms and conditions of employment, including wages and hours, employee safety, termination of employment and/or workplace discrimination and harassment. Except as set forth in Section 3.19 of the Company Disclosure Schedule, the employment of each employee of the Company is terminable at will by the Company without penalty, liability or severance obligation incurred by the Company, threatened. Neither the Company nor any of its Subsidiaries has except for statutory obligations or obligations incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility Benefits Plans of the Company or any identified on Section 5.2 of its Subsidiariesthe Parent Disclosure Schedule, and each independent contractor of the Company has been correctly classified as such.

Labor Matters. (a) (i) As Section 4(u)(i) of the date Disclosure Schedule sets forth a true, correct and complete list of this Agreementall Employees as of August 31, except 2008. (ii) Except as set forth in Section 6.10 4(u)(ii) of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union andSchedule, to Seller’s knowledge, the knowledge of the Company, no union organizing efforts Companies have been conducted or threatened since January April 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other labor Contract, and (z) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance 2008 complied in all material respects with all applicable Laws relating to the laws respecting employment and employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, wages and hours of work and occupational safety and health, workers’ compensationincluding, pay equitywithout limitation, classification of employeesany such laws respecting employment discrimination, and are not engaged in any unfair labor practice as defined in the collection National Labor Relations Act or other applicable law, ordinance or regulation. (iii) Except as set forth in Section 4(u)(iii) of the Disclosure Schedule, no union or labor organization claims to represent the Employees, and payment Seller and the Companies have no knowledge of withholding or social security Taxesany current union organizing activities among the Employees, nor does any question concerning representation exist concerning such Employees. No material Except as set forth in Section 4(u)(iii) of the Disclosure Schedule, there is no unfair labor practice charge or complaint is against any of the Companies pending or, to the Knowledge knowledge of Seller and the Companies, threatened before the National Labor Relations Board or any comparable state, local or foreign agency, and there is no labor strike, dispute, slowdown, stoppage or lockout actually pending or, to the knowledge of Seller and the Companies, threatened against or directly affecting any of the CompanyCompanies, and since April 1, 2008 there has not been any such action. (iv) Except as set forth in Section 4(u)(iv) of the Disclosure Schedule, none of the Companies is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to the Employees. No such agreement restricts any of the Companies from relocating or closing any operations. (v) Except as set forth in Section 4(u)(v) of the Disclosure Schedule, none of the Companies is delinquent in payments to any Employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them from April 1, 2008 through the date hereof or amounts required to be reimbursed to such Employees. (vi) Except as set forth in Section 4(u)(vi) of the Disclosure Schedule, from April 1, 2008 through the present, the Companies have not entered into any employment contracts or agreements for a specified duration, agreements providing for severance or other benefits in the event of termination of employment for any reason, or agreements establishing a standard of just cause for dismissal between any of the Companies and any of the current or former Employees. (vii) Except as set forth in Section 4(u)(vii) of the Disclosure Schedule, the Companies have no severance policies applicable to the Employees. (viii) Except as set forth in Section 4(u)(viii) of the Disclosure Schedule, there are no complaints, charges, lawsuits or other proceedings pending or, to the knowledge of Seller and the Companies, threatened by or before any Governmental Entity by or on behalf of any present or former Employee, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship. Except as set forth in Section 4(u)(viii) of the Disclosure Schedule, there is no grievance or arbitration proceeding with respect to or relating to any of the Companies arising out of or under collective bargaining agreements or other grievance procedures pending or, to the knowledge of Seller and the Companies, threatened, and to the knowledge of Seller and the Companies no claims therefor exist. Neither the Company Seller nor any of its Subsidiaries the Companies has incurred received any material liability notice of the intent of any Governmental Entity responsible for the enforcement of labor or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) employment laws to conduct an investigation with respect to or any similar state or local Law which remains unsatisfied, and neither the Company nor relating to any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site the Companies and, to the knowledge of employment or facility of Seller and the Company or any of its SubsidiariesCompanies, no such investigation is in progress.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating bound by any collective bargaining agreement with a labor union or organization or any other Contract with any labor union or other employee representative of a group of employees; (ii) no labor Contractorganization or group of employees of the Company or any of its Subsidiaries has provided notice to the Company or any of its Subsidiaries of a pending demand for recognition or certification, and (z) there is no pending and, to the Knowledge of the Company, 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 labor relations tribunal or authority; (iii) to the Knowledge of the Company, there are no pending or threatened union organizing activities; and (iv) there is no threatened material labor strike, picket, work stoppage, work slowdown slowdown, lockout, material arbitration, material unfair labor practice charge or material grievance, or other organized material labor dispute affecting pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries. (b) The Each independent contractor who provides, or provided, services to the Company and each or any of its Subsidiaries are is, or was, properly classified as an “independent contractor” under all applicable Laws and each Benefit Program. No such independent contractor is entitled to participate in any Benefit Program. Neither the Company nor any of its Subsidiaries is under any investigation or audit with respect to, and there is no action, suit, arbitration or claim pending or, to the Knowledge of the Company, threatened relating to the Company’s or any of its Subsidiary’s treatment of, an independent contractor who provides, or provided, services to the Company or any of its Subsidiaries, as an “independent contractor” under all applicable Laws and each Benefit Program. (c) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws relating to the and collective bargaining agreements respecting employment and employment practices, terms and conditions of laboremployment, including all applicable Laws relating to wages, wages and hours, collective bargaining, employment discrimination, civil rights, occupational safety and health, workers’ compensationthe Worker Adjustment and Retraining Notification Act, pay equityFair Labor Standards Act and all similar Laws. To the Knowledge of the Company, classification of employeesall individuals employed by the Company and its Subsidiaries are authorized to work in the United States under all federal and applicable state immigration Laws and no Person has made, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither threatened to make, any claim that such individuals are not authorized to work in the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesUnited States.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither Neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement, labor union contract, or trade union agreement (each a “Collective Bargaining Agreement”) which pertain to employees of the Company or other labor Contractany of the Subsidiaries. (b) As of the date hereof, and (zi) there is no pending and, to the Knowledge of the Company, there is are no threatened material strike, picket, work stoppage, work slowdown activities or other organized proceedings of any labor dispute affecting or trade union to organize any employees of the Company or any of its Subsidiaries. ; (bii) The no Collective Bargaining Agreement is being negotiated by the Company and each of any of its Subsidiaries; (iii) there are no strikes, lockouts, slowdowns or work stoppages against the Company or any of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatenedthreatened that may interfere with the respective business activities of the Company or any of its Subsidiaries; (iv) there are no material grievances or other labor disputes pending or, to the Knowledge of the Company, threatened against or involving the Company of any of its Subsidiaries; and (v) there are no unfair labor practice charges, grievances or complaints pending or, to the Knowledge of the Company, threatened by or on behalf of any Employee or group of Employees. (c) The Company and its Subsidiaries have complied, in all material respects, with applicable Laws and Orders with respect to employment (including applicable Laws regarding wage and hour requirements, correct classification of independent contractors and of employees as exempt and non-exempt, immigration status, discrimination in employment, employee health and safety, and collective bargaining). The Company and its Subsidiaries have complied with the Worker Adjustment and Retraining Notification Act (WARN) and any similar state or local “mass layoff” or “plant closing”, and there has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to the Company or any of the Subsidiaries within the six (6) months prior to Closing. (d) The Company and each of its Subsidiaries have withheld all amounts required by applicable Law to be withheld from the wages, salaries, and other payments to employees, and are not, to the Knowledge of the Company, liable for any material arrears of wages or any material taxes or penalty for failure to comply with any of the foregoing. Neither the Company nor any of its Subsidiaries has incurred is liable for any material liability payment to any trust or material obligation under 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 Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any ordinary course of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesbusiness consistent with past practice).

Labor Matters. (a) (i) As Schedule 2.24 contains a correct and complete list of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the all employees of the Company or and each of its Subsidiaries whose direct annual compensation exceeds $50,000. Except as disclosed on Schedule 2.24, the employment of all employees of the Company and each of its Subsidiaries is represented terminable at will by a union andthe Company or its Subsidiary, as the case may be, without any penalty or severance obligation incurred by the Company or such Subsidiary. Except as set forth on Schedule 2.24, neither the Company nor any of its Subsidiaries will owe any amounts to any of its employees as of the Closing Date, including, without limitation, any amounts incurred for wages, bonuses, vacation pay, sick leave or any severance obligations. Except as and to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatenedextent set forth in Schedule 2.24, (yi) neither the Company nor any of its Subsidiaries is a party to any union agreement or is negotiating any collective bargaining agreement or other work rules or practices agreed to with any labor Contractorganization or employee association applicable to any employees of the Company or any of its Subsidiaries and no attempt to organize any of the employees of the Business has been made, and (z) there is no pending andproposed or, to the Knowledge of the CompanyCompany or any of the Shareholders, there is no threatened material strikethreatened, picket(ii) since January 1, work stoppage1991, work slowdown neither the Company nor any of its Subsidiaries has had any Equal Employment Opportunity Commission charges or other organized labor dispute affecting claims of employment discrimination, harassment or wrongful discharge made against it or any of its employees, (iii) since January 1, 1991, no state or federal Wage and Hour Department investigations have been made of the Company or any of its Subsidiaries. Subsidiaries and no claims or charges relating to wage and hour issues have been filed, or to the Knowledge of the Company or the Shareholders, threatened, (biv) The Company and each no labor strike, dispute, slowdown, stoppage or lockout is pending or threatened against or affecting the Company, any of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to Subsidiaries, their respective assets or the employment of laborBusiness and during the past five (5) years there has not been any such action, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material (v) no unfair labor practice charge or complaint against the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened. Neither the Company nor or any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) Shareholders, threatened before the National Labor Relations Board or any similar Governmental Authority, (vi) since January 1, 1991, no Office of Federal Contract Compliance Programs compliance review or investigation or other United States Department of Labor or state department of labor compliance review or local Law which remains unsatisfiedinvestigation has been made of the Company and the Company has not received notice of any such compliance review or investigation, (vii) the Company is not bound by any consent decree or settlement agreement relating to employment decisions or relations with employees or applicants for employment, (viii) no Occupational Safety and Health Administration investigations have been made of the Company in the past five (5) years, and (ix) since January 1, 1991, neither the Company nor any of its Subsidiaries has planned received any notice that any of the officers, employees, consultants, agents, or announced other Persons performing services for the Business, will terminate or contemplates terminating his or her employment currently or at any “plant closing” time within sixty (60) days after the Closing Date or “mass layoff” as contemplated by WARN affecting any site of employment or facility of will otherwise not be available to the Company or any of its Subsidiaries.. Since the enactment of the Worker Adjustment and Retraining Notification Act (the "WARN Act"), neither the Company nor any of its Subsidiaries has effectuated (a) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or

Labor Matters. (a) (i) As 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. Hours worked by and payment made to employees of Company and its Subsidiaries have not been in violation of the date Fair Labor Standards Act or any other applicable law dealing with such matters. All payments due from Company and each of this Agreementits 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, except as set forth in Section 6.10 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 Company Disclosure LetterNational Labor Relations Board, and (ii) as no labor organization or group of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by has made a union andpending 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 knowledge employment or termination of the Companyemployment by Company or any of its Subsidiaries of any individual. (b) Except as set forth on Schedule 4.11, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is is, or during the five years preceding the date hereof was, a party to any labor or is negotiating any collective bargaining agreement and there are no labor or other labor Contract, and (z) there is no pending and, collective bargaining agreements which pertain to the Knowledge employees of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) Prior to the date of this Agreement, the Company has provided the Acquiror with a complete and accurate list of each employee of the Company and its Subsidiaries as of a date reasonably close to the date of this Agreement, together with (i) each such employee’s respective base salary or wage rate, (ii) current annual bonus opportunity, (iii) current title and work location, and (iv) status as exempt or non-exempt from overtime requirements. (b) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other similar agreements with a labor Contract, and (z) there is no pending and, to the Knowledge organization. None of the Company, there is no threatened material strike, picket, work stoppage, work slowdown Company Employees are represented by any labor organization or other organized labor dispute affecting works council with respect to their employment with the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to . To the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge knowledge of the Company, threatened. Neither as of the date of this Agreement, (i) there are no activities or proceedings of any labor organization to organize any of the Company nor 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 has incurred any material liability Subsidiaries, in each case, pending or material obligation under threatened. (c) Except as would not reasonably be expected to have, individually or in the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedaggregate, and a Material Adverse Effect, since December 31, 2018, neither the Company nor any of its Subsidiaries has planned implemented any plant closings or announced employee layoffs that would trigger notice obligations under the WARN Act. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each of the Company and its Subsidiaries are 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, employee classification, 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 classification of employees and independent contractors, the proper payment of overtime and minimum wage, classification of employees as exempt and non-exempt, and unemployment insurance, and (ii) the Company and its Subsidiaries have not since December 31, 2018 committed any “plant closing” unfair labor practice as defined by the National Labor Relations Board or “mass layoff” received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved. (e) Except as contemplated by WARN affecting would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries are not delinquent in payments to any site employees or former employees for any services or amounts required to be reimbursed or otherwise paid in all cases since December 31, 2018. (f) As of the date hereof, the Company has not received written notice that any Key Executive presently intends to terminate his or her employment with the Company and its Subsidiaries. To the knowledge of the Company, no officer, supervisor or facility management personnel of the Company or any of its SubsidiariesSubsidiaries has been accused, in the past three (3) years, of sexual harassment or sexual misconduct.

Labor Matters. (a) (i) As 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. Hours worked by and payment made to employees of Company and its Subsidiaries have not been in violation of the date Fair Labor Standards Act or any other applicable law dealing with such matters. All payments due from Company and each of this Agreementits 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, except as set forth in Section 6.10 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 Company Disclosure LetterNational Labor Relations Board, and (ii) as no labor organization or group of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by has made a union andpending 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 knowledge employment or termination of the Company, no union organizing efforts have been conducted employment by Company or threatened since January 1, 2005 or are being conducted or threatened, any of its Subsidiaries of any individual. (yb) neither the Neither Company nor any of its Subsidiaries is is, or during the five years preceding the date hereof was, a party to any labor or is negotiating any collective bargaining agreement and there are no labor or other labor Contract, and (z) there is no pending and, collective bargaining agreements which pertain to the Knowledge employees of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiaries.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.11(a) of the Company Model Disclosure LetterSchedule, and (ii) as of any date subsequent to the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the employees of the Company or its Subsidiaries is represented by a union and, to the knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither the Company Model nor any of its Subsidiaries is a party to or is negotiating otherwise bound by any labor or collective bargaining agreement or other labor Contractagreement, and (zthere are no labor or collective bargaining agreements that pertain to their respective employees. Except as set forth in Section 4.11(a) of the Model Disclosure Schedule, no labor organization or group of employees of Model or any of its Subsidiaries has made a pending demand for recognition, and, within the preceding six years, there is has been no representation or certification proceeding, or petition seeking a representation proceeding, pending andor, to the Knowledge of Model, threatened to be brought or filed with the CompanyNational Labor Relations Board or any other labor relations tribunal or Governmental Entity. Except as set forth in Section 4.11(a) of the Model Disclosure Schedule, within the preceding six years, there is has been no organizing activity involving Model or any of its Subsidiaries pending or, to the Knowledge of Model, threatened material strike, picket, work stoppage, work slowdown by any labor organization or other organized labor dispute affecting the Company group of employees of Model or any of its Subsidiaries. (b) The Company There are no pending or, to the Knowledge of Model, threatened investigations of or relating to Model or any of its Subsidiaries by any Governmental Entity responsible for the enforcement of labor or employment Laws. (c) There has never been any strike, work stoppage, slowdown, picketing, lockout, walkout, other job action, arbitration, grievance, unfair labor practice charge or complaint or other labor dispute involving Model or any of its Subsidiaries or to the Knowledge of Model, threatened against Model or any of its Subsidiaries, and to the Knowledge of Model, there are no facts or circumstances which could form the basis for any of the foregoing. (d) Neither Model nor any of its Subsidiaries has implemented any “plant closing” or “mass layoff” of employees that would reasonably be expected to require notification under the Worker Adjustment and Retraining Notification Act (as amended, “WARN”) or any similar state or local Law, no such “plant closing” or “mass layoff” will be implemented before the Closing Date without advance notification to and approval of Model, and there has been no “employment loss”, as defined by WARN, within the ninety (90) days prior to the Closing Date. (e) Model and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of labor, including all applicable such Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, occupational safety and health, workers’ compensation, pay equity, classification of employees, compensation and the collection and payment of withholding or and/or social security Taxes and other Taxes. No material unfair labor practice charge There are no actions against Model or complaint is any of its Subsidiaries pending or, to the Knowledge of Model, threatened to be brought or filed with any public authority, Governmental Entity, arbitrator or court based on, arising out of, in connection with, or otherwise relating to the Company, threatened. Neither the Company nor employment or termination of employment or services by Model or any of its Subsidiaries has incurred of any material liability or material obligation under individual, including but not limited to the Worker Adjustment and Retraining Notification Civil Rights laws, Americans with Disabilities Act, Age Discrimination in Employment Act (“as amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination Act, Equal Pay Act, Fair Labor Standards Act, WARN”) or any similar state or local Law which remains unsatisfied, and neither Family and Medical Leave Act, and, to the Company nor Knowledge of Model, there are no facts or circumstances which could form the basis for any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company or any of its Subsidiariesforegoing.