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 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 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 Other than as described in the Time of Sale Document and the date of this AgreementFinal Offering Memorandum, and 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 could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: , (xi) none neither the Company nor any of the Guarantors is party to or bound by any collective bargaining agreement with any labor organization; (ii) there is no union representation question existing with respect to the employees of the Company or its Subsidiaries is represented by a union the Guarantors, and, to the knowledge of the Company, after due inquiry, no union organizing activities are taking place that, could, individually or in the aggregate, have a Material Adverse Effect; (iii) to the knowledge of the Company, after due inquiry, no union organizing or decertification efforts have been conducted are underway or threatened since January 1, 2005 or are being conducted or threatened, (y) neither against the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement the Guarantors; (iv) no labor strike, work stoppage, slowdown or other material labor Contractdispute is pending against the Company or the Guarantors, and or, to the Company’s knowledge, after due inquiry, threatened against the Company or the Guarantors; (zv) there is no pending andworker’s compensation liability, experience or matter that could be reasonably expected to have a Material Adverse Effect; (vi) to the Knowledge knowledge of the Company, after due inquiry, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting pending liability against 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 the Guarantors pursuant 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 Retraining and Retraining Notification Act of 1988, as amended (“WARN”) ), or any similar state or local Law which remains unsatisfiedlaw; (vii) there is no employment-related charge, and neither complaint, grievance, investigation, unfair labor practice claim or inquiry of any kind, pending against the Company nor any or the Guarantors that could, individually or in the aggregate, have a Material Adverse Effect; and (viii) to the knowledge of its Subsidiaries has planned the Company and the Guarantors, no employee or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility agent of the Company or the Guarantors has committed any of its Subsidiariesact or omission giving rise to liability for any violation identified in subsection (vi) and (vii) above, other than such acts or omissions that would not, individually or in the aggregate, have a Material Adverse Effect.

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 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 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 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) (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. 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 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) (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 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 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. (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 labor agreement with respect to its employees with any labor organization, union, group or association, and there are no employee unions (nor any other similar labor or employee organizations) under local statutes, custom or practice which pertain to employees of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries has experienced any attempt by organized labor or its representatives to make it 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 the Company or its Subsidiaries. There is negotiating no labor strike or labor disturbance pending or threatened against the Company or its Subsidiaries, nor is any collective bargaining agreement grievance currently being asserted, and neither the Company nor any of its Subsidiaries has experienced a work stoppage or other labor Contractdifficulty, 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 not and has not engaged in any unfair labor dispute affecting the Company or any of its Subsidiaries. (b) practice. 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 but not limited to wages, hours, hours and collective bargaining. Without limiting the foregoing, employment discriminationthe Company and each of its Subsidiaries are in compliance with the Immigration Reform and Control Act of 1986 and maintain a current Form I-9, civil rightsas required by such act, safety and healthin the personnel file of each employee hired after November 9, 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, threatened1986. Neither the Company nor any of its Subsidiaries has incurred received any material liability notice of a sex, age, race, disability, gender or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) religious discrimination claim brought or any similar state or local Law which remains unsatisfied, and neither threatened to be brought against the Company nor any or its Subsidiaries. A schedule of the names and current annual salary rates or current hourly wages of all present employees of the Company and its Subsidiaries whose annual cash compensation for the 2002 calendar year is expected to exceed $75,000 and the earnings for each such employee as reflected on Form W-2 for the 2001 calendar year has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility been provided to Buyer. No employee of the Company or its Subsidiaries is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition or proprietary rights agreement, between such employee and any other Person that in any way adversely affects or will affect the performance of his or her duties as an employee of the Company, its SubsidiariesSubsidiaries or Buyer.

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) (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 Agreementhereof, 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 to, nor is it currently negotiating in connection with entering into, any collective bargaining agreement or other agreement with a labor Contractunion, and (z) there is no pending works council or similar organization, and, to the Knowledge of the Company’s Knowledge, there is are no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting union organizing activities involving any employees of the Company or any of its Subsidiaries, nor have there been any such activities within the past three years. (bii) The As of the date hereof, there is no strike, lockout, slowdown, work stoppage, unfair labor practice or material labor dispute, arbitration or grievance pending or, to the Company’s Knowledge, threatened, nor have there been any such actions within the past three years. To the Company’s Knowledge, each of the Company and each of its Subsidiaries are is in compliance in all material respects with all applicable Laws relating to the employment of respecting labor, including all applicable Laws relating to wagesemployment and employment practices, terms and conditions of employment, wages and hours, collective bargaining, employment discrimination, civil rights, sexual harassment and occupational safety and health. Neither the Company nor any of its Subsidiaries is a party to, workers’ compensationor is otherwise bound by, pay equity, classification of employees, and the collection and payment of withholding any consent decree with any Governmental Authority relating to employees or social security Taxesemployment practices. No material unfair Action brought by or on behalf of any employee, prospective employee, former employee, retiree, labor practice charge organization or complaint other representative of any employees of the Company is 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 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 Neither the Company nor any of its Subsidiaries is a party to to, or is negotiating bound by, any collective bargaining agreement, labor agreement or other labor-related agreement with a labor Contractunion, and labor organization, trades council, works council or similar organization, (zb) there is no pending and, to the Knowledge of the Company, there is are (i) no threatened material strikelabor organizing activities or representation or certification demands, picketpetitions or proceedings by any labor organization, work stoppagelabor union, work slowdown trades council, works council or other organized labor dispute affecting group of employees of the Company or any of its Subsidiaries to organize or represent any employees of the Company or any of its Subsidiaries. , and no demand for recognition or certification as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union, labor organization, trades council, works council or similar organization, and (bii) The no labor union, labor organization, trades council, works council or similar organization or group of employees that represents or claims 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 to the employment of laborSubsidiaries, 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 (c) there is no pending or, to the Knowledge of the Company, threatened. Neither threatened strike, lockout, slowdown, work stoppage, material unfair labor practice charge, material grievance or material arbitration 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 Subsidiaries, (“WARN”d) or any similar state or local Law which remains unsatisfied, and neither the Company nor any of and its Subsidiaries has planned or announced any are not and have not been: (i) a “plant closingcontractor” or “mass layoffsubcontractor” (as contemplated defined by WARN affecting Executive Order 11246), (ii) required to comply with Executive Order 11246 or (iii) required to maintain an affirmative action plan and (e) to the Knowledge of the Company, (i) no employee of the Company or its Subsidiaries is in any site material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or facility other obligation to any third party and (ii) 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, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries.

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 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 Prior to the date of this Agreement, except as set forth in Section 6.10 the Company has provided the Acquiror with a complete and accurate list of each employee of the Company Disclosure Letter, and (ii) its Subsidiaries as of any a date subsequent no more than five (5) Business Days prior to the date of this Agreement except as would notAgreement, individually together with (i) each such employee’s respective base salary 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 threatenedwage rate, (yii) neither current annual bonus opportunity, (iii) current title and work location, and (iv) status as exempt or non-exempt from overtime requirements. (b) 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 January 31, 2019 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 set forth in Section 5.14(c) of the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law which remains unsatisfiedCompany Disclosure Letter, and since January 31, 2019, neither the Company nor any of its Subsidiaries has planned implemented any plant closings or announced any “plant closing” employee layoffs that would trigger notice obligations under the WARN Act. (d) Except as would not reasonably be expected to have, individually or “mass layoff” as contemplated by WARN affecting any site of employment or facility in the aggregate, a Material Adverse Effect, (i) each of the Company and its Subsidiaries are in material 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 January 31, 2019 committed any unfair labor practice as defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved. (e) Except as 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 employees or former employees for any services or amounts required to be reimbursed or otherwise paid in all cases since January 31, 2019. (f) As of the date hereof, the Company has not received written notice that any of the executive officers identified on Section 5.14(f) of the Company Disclosure Letter presently intends to terminate his or her employment with the Company and its Subsidiaries. (g) In the past three years, neither the Company nor any of its SubsidiariesSubsidiaries has been party to a material settlement agreement with a current or former officer, employee or independent contractor resolving allegations of sexual harassment by any Company Employee.

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 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) (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) (iSchedule 4.12(a) As of the Seller Disclosure Schedule sets forth as a list, as of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Lettereach Business Employee, and for each: (i) identification number, (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 threatenedwork location, (yiii) neither the Company nor any of its Subsidiaries is a party to hire date, (iv) annual base salary or is negotiating any collective bargaining agreement hourly wage rate (as applicable), (v) exempt or other labor Contractnon-exempt classification (as applicable), (vi) active or inactive status, and if inactive, the type of leave, (zvii) there is no pending and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown full-time or other organized labor dispute affecting the Company or any of its Subsidiariespart-time status and (viii) employing entity. (b) The Company Solely with respect to the Business or any Business Employee, Seller and each of its Subsidiaries are Affiliates are, and since January 1, 2021 have been, in compliance in all material respects with all applicable Laws Legal Requirements relating to the employment of laborlabor and employment, including all applicable Laws those relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ unemployment compensation, pay equityworker’s compensation, classification equal employment opportunity, immigration, health and safety, worker classification, affirmative action, plant closings and employee layoffs, information privacy and security, payment and withholding of employeestaxes and continuation coverage with respect to group health plans, except for any non-compliance that would not reasonably be expected to be material to the Business and the collection and payment of withholding Acquired Companies, taken as a whole. (c) Since January 1, 2021, with respect to Business Employees, there has not been any strike, material slowdown, work stoppage or social security Taxes. No material unfair labor practice charge claim against any Acquired Company, and none is pending nor, to Seller’s Knowledge, threatened. To Seller’s Knowledge, no activities or complaint is proceedings of any labor union to organize any Business Employees are pending or threatened. No labor union or works council represents any Business Employees in connection with their employment with any Acquired Company or the Business, nor are any Business Employees in connection with their employment with any Acquired Company or the Business covered by any Collective Bargaining Agreement. (d) To Seller’s Knowledge, with respect to the Business Employees, Seller and its Affiliates have reasonably investigated all sexual harassment or other harassment, discrimination, retaliation or material policy violation allegations against officers, directors or managerial or supervisory employees. With respect to each such allegation (except those that the applicable Acquired Company or Seller or its Affiliates (as applicable) reasonably deemed to not have merit), such Acquired Company or Seller or its Affiliates (as applicable) has taken corrective action reasonably calculated to prevent further improper action. Since January 1, 2021 there have been no such allegations of harassment or discrimination pending or, to Seller’s Knowledge, threatened, that if known to the Knowledge public would bring the Acquired Companies or the Business into material disrepute. (e) To Seller’s Knowledge, no Business Employee is in any material respect in violation of any term of any employment agreement, non-disclosure agreement, common law non-disclosure obligation, fiduciary duty, non-competition agreement, restrictive covenant or other similar obligation: (i) to any of Seller and its Affiliates (solely in respect of the CompanyBusiness), threatened. Neither the Company nor Business or the Acquired Companies or (ii) to a former employer of any such Business Employee relating (A) to the right of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or such employee to be employed by 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 member of the Company Seller Group in connection with the Business, as the case may be or any (B) to the knowledge or use of its Subsidiariestrade secrets or proprietary information. (f) To Seller’s Knowledge, no Business Employee who is at the level of director or higher, intends to terminate his or her 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 on Schedule 3.1(m) of the Company Disclosure LetterSchedule or in the Company SEC Documents: (i) Neither the Company nor any of the Subsidiaries has agreed to recognize any labor union or organization or is a party to any collective bargaining agreement or other current labor agreement with any labor union or organization, no labor union or organization has been certified as the exclusive bargaining representative of any employees of the Company or any of the Subsidiaries, and there is no current labor union representation question involving employees of the Company or any of the Subsidiaries, nor does the Company or any of the Subsidiaries know of any activity or proceeding of any labor union or organization (or representative thereof) or employee group (or representative thereof) to organize any such employees. (ii) as Since July 1, 2000, there has been no unfair labor practice charge or complaint before any Governmental Entity, or grievance arising out of a collective bargaining agreement or other grievance procedure, pending against the Company or any of the Subsidiaries, nor, to the knowledge or the Company, has any such charge, complaint or grievance been threatened. (iii) There is no complaint, lawsuit or proceeding in any forum by or on behalf of any date subsequent present or former employee, any applicant for employment or any classes of the foregoing alleging: any failure to pay wages, benefits or other compensation; any breach of any express or implied contract of employment; any violation of any Applicable Laws governing employment or the termination thereof; or any other discriminatory, wrongful or tortious conduct in connection with the employment relationship, against the Company or any of the Subsidiaries pending, nor, to the date knowledge of this Agreement the Company, threatened. (iv) There is no labor strike, dispute, slowdown, work stoppage or lockout pending, or, to the knowledge of the Company, threatened, against or involving the Company or any of the Subsidiaries, and neither the Company nor any of the Subsidiaries has experienced any labor strikes or material labor disputes, slowdowns, lockouts or stoppages since July 1, 2000. (v) The Company and each of the Subsidiaries are in compliance with all Applicable Laws respecting employment and employment practices, including but not limited to, terms and conditions of employment, wages, hours of work, occupational safety and health, plant closing and mass layoff, immigration, worker’s compensation and unemployment compensation, except as would for non-compliance that could not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: . (xvi) none of the employees of the Company There is no complaint, lawsuit or its Subsidiaries is represented by a union andproceeding in any forum 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 in respect to which any of its Subsidiaries is a party to current or is negotiating any collective bargaining agreement former director, officer, employee 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 agent of the Company or any of its the Subsidiaries is or may be entitled to claim indemnification from the Company or any of the Subsidiaries pursuant to (A) the Company Charter or Bylaws or any provision of the Charter Documents of any of the Subsidiaries, (B) any indemnification agreement to which the Company or any of the Subsidiaries is a party or (C) Applicable Laws, in each case under clauses (A), (B) or (C) that, individually or in the aggregate could reasonably be expected to result in a Company Material Adverse Effect.

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 Except as would not, either 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 are 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 Sellers, threatened labor grievances or unfair labor practice claims or charges against the CompanyBank or any Transferred Subsidiary, threatenedor any strikes or other labor disputes against the Bank or any Transferred Subsidiary. Neither the Company Bank nor any of its Subsidiaries has incurred Transferred Subsidiary is party to or bound by any material liability collective bargaining or material obligation under the Worker Adjustment and Retraining Notification Act similar agreement with any union, or other labor organization, or work rules or practices agreed to with any union, labor organization or employee association (“WARNCollective Bargaining Agreement”) applicable to the Business Employees or which otherwise may create any similar state obligation or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned liability for or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility of the Company be binding upon Purchaser or any of its Affiliates (including the Bank and the Transferred Subsidiaries, after the Closing), and there are no pending or, to the Knowledge of Sellers, threatened organizing efforts by any union or other group seeking to represent any current or former Business Employees. (b) The Bank and the Transferred Subsidiaries are and have been in compliance in all respects with all applicable Laws in effect as of the date hereof respecting employment and employment practices, terms and conditions of employment, the termination of employment, collective bargaining, employee and independent contractor classification, disability, immigration, health and safety, wages, hours and benefits, the provision of meal and rest breaks, non-discrimination in employment, the prevention or harassment and retaliation, and (c) Since January 1, 2019, (i) no allegations of sexual harassment or other sexual misconduct have been made against (A) an executive officer of the Bank or any Transferred Subsidiary, (B) a member of the board of directors of the Bank or any Transferred Subsidiary, or (C) an employee of the Bank or any Transferred Subsidiary with the title of Managing Director or above, (ii) there have been no Actions pending or, to the Knowledge of Sellers, threatened related to any allegations of sexual harassment or other sexual misconduct by (A) an executive officer of the Bank or any Transferred Subsidiary, (B) a member of the board of directors of the Bank or any Transferred Subsidiary, or (C) an employee of the Bank or any Transferred Subsidiary with the title of Managing Director or above, and (iii) neither the Bank nor any Transferred Subsidiary has entered into any settlement agreements related to allegations of sexual harassment or other sexual misconduct by (A) an executive officer of the Bank or any Transferred Subsidiary, (B) a member of the board of directors of the Bank or any Transferred Subsidiary, or (C) an employee of the Bank or any Transferred Subsidiary with the title of Managing Director or above, except in each case, as would not reasonably be expected to be material to the Bank or the Transferred Subsidiaries, taken as a whole. (d) Except as would not, either individually or in the aggregate, reasonably be expected to be material to the Bank and the Transferred Subsidiaries, taken as a whole, neither the Bank nor any Transferred Subsidiary has taken any action that would reasonably be expected to cause Purchaser and its Affiliates (including the Bank and the Transferred Subsidiaries, in each case following the Closing) to have any liability or other obligation following the Closing Date under WARN.

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 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 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 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 Section 2.1(i)(i) of the date of this Agreement, except as set Debtor Disclosure Letter sets forth in Section 6.10 of the Company Disclosure Letter, an accurate and (ii) as complete list of any date subsequent to material collective bargaining agreement or other material agreement with a labor union or like organization that the date of this Agreement except as would not, individually Debtor 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 Contractotherwise bound by (collectively, and (zthe “Debtor Labor Agreements”) there is no pending as of the date of this Agreement and, to the Knowledge of the CompanyDebtor, as of the date of this Agreement, there is are no threatened material strikeactivities or Proceedings by any individual or group of individuals, picketincluding representatives of any labor organizations or labor unions, work stoppage, work slowdown or other organized labor dispute affecting to organize any employees of the Company Debtor or any of its Subsidiaries. . Within fourteen (b14) The Company days following the date of this Agreement, the Debtor will make available to Parent accurate and complete copies of each Debtor Labor Agreement listed on Section 2.1(i)(i) of the Debtor Disclosure Letter. Neither the execution and delivery of this Agreement (including any shareholder or other approval of this Agreement) nor the consummation of the Transactions would reasonably be expected to, either alone or in combination with another event, entitle any third party (including any labor organization or Governmental Entity) to any material payments or consent rights under any of the Debtor Labor Agreements. Except as would not reasonably be expected to result in a Material Adverse Effect, the Debtor and its Subsidiaries are in compliance in with their obligations pursuant to all material respects with all applicable Laws relating to notification and bargaining obligations arising under any Debtor Labor Agreements. (ii) As of the employment of labordate hereof, including all applicable Laws relating to wagesthere is no strike, hourslockout, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, and the collection and payment of withholding slowdown or social security Taxes. No material unfair labor practice charge or complaint is work stoppage pending or, to the Knowledge of the CompanyDebtor, threatened. Neither the Company nor any of its Subsidiaries has incurred threatened in writing, that is reasonably expected to interfere in any material liability or material obligation under respect with 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 respective business activities of the Company Debtor 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)(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) 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 Except as set forth in Section 6.10 4.16(a) of the Company Disclosure Letter, and (ii) as of any date subsequent to the date of this Agreement Schedule or except as would notnot reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: , (xi) none since January 1, 2018, there has not been, nor is there pending or, to the Knowledge of the employees Company, threatened in writing (A) any labor dispute between the Company or any Company Subsidiary and any labor organization, or any strike, slowdown, work stoppage or other similar organized disruptive labor activity involving any employee of, or affecting the Company or any Company Subsidiary or (B) any union organizing or election activity involving any employee of the Company or its Subsidiaries any Company Subsidiary; (ii) there is represented by a union andno grievance or unfair labor practice charge pending or, to the knowledge Knowledge of the Company, no union organizing efforts have been conducted threatened in writing against the Company or threatened since January 1any Company Subsidiary before the National Labor Relations Board or any other Governmental Entity and neither the Company nor any Company Subsidiary is, 2005 or are being conducted or threatenedhas, engaged in any unfair labor practice; (yiii) neither the Company nor any Company Subsidiary has received written notice of its the intent of any Governmental Entity responsible for the enforcement of any federal, state, local or foreign laws regarding labor, employment and employment practices, conditions of employment, occupational safety and health and wages and hours, including any bargaining or other obligations under the National Labor Relations Act, to conduct an investigation with respect to or relating to the Company or any Company Subsidiary and no such investigation is in progress; and (iv) the Company and the Company Subsidiaries have complied with all applicable labor and employment Laws in connection with the employment of their respective employees. None of the Company nor any Company Subsidiary is a party to or is negotiating any collective bargaining agreement or other contract with any labor Contractunion, and (z) there is no pending labor organization claims to represent any group of employees of the Company or any Company Subsidiary and, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting activity involving any employee of the Company or any of its SubsidiariesCompany Subsidiary seeking to certify a collective bargaining unit or engaging in any other organizing activity. (b) The Except as set forth in Section 4.16(b) of the Disclosure Schedule, there is no pending or, to the Knowledge of the Company, threatened proceeding to which the Company or any Company Subsidiary is or is threatened to be made a party, involving any Company Employee or former employee of the Company (including workers' compensation claims). (c) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Company and each Company Subsidiary (i) has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of its Subsidiaries the Company or any Company Subsidiary, (ii) is not liable for any arrears of wages, penalties or other sums (excluding Taxes, which are in compliance in all material respects the subject of Section 4.11 hereof) for failure to comply with all any applicable Laws Law relating to the employment of laborlabor and (iii) has paid in full to all its employees or adequately accrued in accordance with GAAP for all wages, including all applicable Laws salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees. (d) Neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to wagesemployees or employment practices. (e) Except as set forth in Section 4.16(e) of the Disclosure Schedule, hoursthe Company and each Company Subsidiary has been in material compliance with and has not materially violated the terms and provisions of the Immigration Reform and Control Act of 1986, collective bargainingas amended, employment discriminationor any related regulations promulgated thereunder (the "Immigration Laws"). With respect to each applicable employee of the Company or any Company Subsidiary as of the date hereof, civil rightsthe Company has collected and maintained, safety in all material respects, Form I-9 (Employment Eligibility Verification Form) and healthall other records, workers’ compensationdocuments or other papers which are required to be retained with the Form I-9 by the Company or any Company Subsidiary pursuant to the Immigration Laws as of the date hereof. Except as set forth in Section 4.16(e) of the Disclosure Schedule, pay equityneither the Company nor any Company Subsidiary has been warned, classification fined or otherwise penalized by reason of employeesits failure to comply with the Immigration Laws in the past three (3) years, and the collection and payment of withholding or social security Taxes. No material unfair labor practice charge or complaint nor is any such action 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”f) or any similar state or local Law which remains unsatisfiedAll consultants, independent contractors, and neither the Company nor any of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated other non-employee service providers retained by WARN affecting any site of employment or facility of the Company or any of its SubsidiariesCompany Subsidiary have, for employment Law purposes, been properly classified as such and, with particularity, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Company has properly classified workers as employees in compliance with X.X. 0, Xx. 000 0000-0000 Reg. Sess. (Cal 2019); Cal. Lab. Code Section 2750.3.

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 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 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 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 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 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 Company Subsidiary is a party to to, or is negotiating bound by, any collective bargaining agreement or other Contract with a labor Contractunion, and works council or labor organization. As of the date hereof, neither the Company nor any Company Subsidiary is (zor has during the past three (3) years been) subject to a material labor dispute, strike or work stoppage. During the past three (3) years, there is has been no pending andorganizational efforts with respect to the formation of a collective bargaining unit or, to the Knowledge Company’s Knowledge, threatened 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 SubsidiariesCompany Subsidiary. (b) The Company and each of its Subsidiaries Company Subsidiary are and have been since January 1, 2017 in compliance in all material respects with all applicable Laws Labor Laws, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no actions, suits, claims, investigations or other legal Proceedings against the Company or any of the Company Subsidiaries pending, or to the Company’s Knowledge, threatened in writing to be brought or filed, by or with any Governmental Entity or arbitrator, any current or former employee or consultant relating to the employment of laborunpaid wages or overtime, including all applicable Laws relating to wages, hours, collective bargainingunfair labor practices, employment discrimination, civil rightsharassment, safety and healthretaliation, workers’ compensation, equal 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. any other employment related matter arising under applicable Labor Laws. (c) Neither the Company nor any of its Subsidiaries Company Subsidiary has incurred any material liability direct or material indirect liability, whether actual or contingent, with respect to any misclassification of any individual as an independent contractor rather than as an employee, or as exempt rather than non-exempt from an employer’s obligation under the Worker Adjustment to pay overtime, or with respect to any employee leased from another employer and Retraining Notification Act (“WARN”) no such Person has been improperly included in or excluded from 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 Benefit Plan. A properly completed Form I-9 is on file with respect to each employee of the Company or any of its and the Company Subsidiaries.

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) Each Property Employee who is not a Reserved Employee is employed by the Company or a Subsidiary thereof, and no Reserved Employee is employed by the Company or a Subsidiary thereof. As promptly as reasonably practicable, and in any event within thirty (i30) As days of the Effective Date, Sellers will provide Buyer with an accurate and complete list of each Property Employee as of the date of this Agreementsuch list stating each such individual’s (i) date of commencement of employment, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) current position, (iii) business location, (iv) annual/weekly/hourly rates of compensation, (v) actual and target incentive and discretionary bonus amounts for the 2011 and 2012 calendar years, (vi) status as of any date subsequent full or part time, (vii) accrued vacation and (viii) credited service under the Company Benefit Plans (such list to be updated periodically between the date hereof and the Closing Date upon the reasonable request of this Agreement except as would notBuyer to reflect new hires, 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, transfers 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 Subsidiariesterminations not inconsistent with Section 9.1(t)). (b) The Company is not and each of its Subsidiaries has not been a party to or is, bound by, or otherwise obligated with respect to, any collective bargaining agreement, labor union contract, trade union agreement or foreign works council contract (any such arrangement, a “Labor Agreement”). There 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 no unfair labor practice charge charges, complaints or complaint petitions for elections pending against the Company before the National Labor Relations Board, or any similar Governmental Entity, or of which the Company has received notice. There is pending no strike, slowdown, work stoppage or lockout, or, to the Knowledge of Company’s knowledge, threat thereof, by or with respect to any Property Employees, and no such strike, slowdown, work stoppage, lockout, or, to the Company’s knowledge, threatenedthreat thereof, by or with respect to any Property Employees has occurred in the past five years. Neither To the Company’s knowledge, there have been no activities or proceedings of any labor union to try to organize any non-unionized Property Employees during the last five years, and there are no petitions for elections pending against the Company nor any of its Subsidiaries has incurred any material liability or material obligation under before the Worker Adjustment and Retraining Notification Act (“WARN”) National Labor Relations Board or any similar state Governmental Entity or local Law of 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 SubsidiariesAffiliates have received notice.

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) (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 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 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 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 bound by or is currently negotiating any collective bargaining agreement, contract or other agreement or other understanding with a 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 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, threatenedorganization. Neither the Company nor any of its Subsidiaries is the subject of a proceeding asserting that it or any such Subsidiary has incurred committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel the Company or any such Subsidiary to bargain with any labor organization as to wages or conditions of employment, nor, to the Company’s knowledge, is any such proceeding threatened, and there is no strike or other material labor dispute or disputes involving it or any of its Subsidiaries pending, or to the Company’s knowledge, threatened. To the knowledge of the Company, there is no activity involving its or any of its Subsidiaries’ employees involving an attempt to certify a collective bargaining unit or other organizational activity. No material action, suit, complaint, charge, arbitration, inquiry, proceeding or, to the Company’s knowledge, claim or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company or any of its Subsidiaries’ employees is pending or, to the best knowledge of the Company, threatened. The Company and each of its Subsidiaries is in material compliance with all applicable laws, agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, and each individual who is treated by the Company or its Subsidiaries as an exempt employee under any federal or state law, or as an independent contractor, is properly so treated under applicable law. As of the date hereof, neither the Company nor any of its Subsidiaries have closed any facility or effectuated any layoffs of employees, nor has any such action or program been announced for the future, that would reasonably be expected to give rise to 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 law 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 Subsidiariesregulation.

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 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) 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) 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) (iSchedule 4.18(a) As of the Company Disclosure Letter contains a true, accurate and complete list of all employees of the Acquired Companies as of the date hereof, specifying each employee’s name and title. The current year annual base salary or hourly wage of this Agreementeach such employee has been separately provided to Parent, except as set forth in Section 6.10 and shall be deemed to be part of Schedule 4.18(a) of the Company Disclosure Letter. (b) Except as set forth on Schedule 4.18(b) of the Company Disclosure Schedule, the employees of the Acquired Companies currently are not represented by a labor union or works council and (ii) as of any date subsequent there is not, to the date Knowledge of this Agreement except the Company, any attempt to organize any employees of the Acquired Companies. To the Knowledge of the Company, no strike, slowdown, picketing, work stoppage or other material labor dispute by the employees of the Acquired Companies is being threatened in writing. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (xi) none each of the employees of the Company or its Subsidiaries Acquired Companies 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’ worker compensation, pay equity, classification of employees, and the collection equity and payment of withholding or and/or social security Taxes. No material unfair labor practice charge taxes and (ii) there are no complaints, charges or complaint is pending claims against the Acquired Companies filed or, to the Knowledge of the Company, threatened. Neither threatened in writing to be brought or filed, with or by any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the application for employment, provision of services, employment or termination of employment of any individual by the Acquired Companies. (d) All current and former employees of the Company nor or any Subsidiary of its Subsidiaries the Company who have been classified as exempt under the Fair Labor Standards Act (the “FLSA”) have been properly classified and treated as such, and all current and former employees of the Company and any Subsidiary of the Company have been properly compensated for all time worked in accordance with the FLSA. All Persons who have provided services to the Company or any Subsidiary of the Company as independent contractors or consultants have been properly classified as independent contractors, rather than employees, for purposes of all applicable Laws and Company Benefit Plans. (e) In the two years preceding the date of this Agreement, none of the Acquired Companies has incurred implemented any material liability plant closing, layoff, termination or material obligation under reduction in hours that (in each case) would trigger the notice requirements or violated the Worker Adjustment and Retraining Notification Act (“WARN”) or of 1988, and including any similar state foreign, state, or local Law which remains unsatisfied(the “WARN Act”). (f) The Acquired Companies have complied in all material respects with the Immigration Reform and Control Act of 1986, and neither all regulations promulgated thereunder (“IRCA”). The Acquired Companies have not employed individuals not authorized to work in the United States. The Acquired Companies have not received any written notice of any inspection or investigation relating to its alleged noncompliance with or violation of IRCA, nor has it been warned, fined or otherwise penalized by reason of any failure to comply with IRCA. (g) In the prior three years, none of the Acquired Companies has been party to a settlement agreement resolving material allegations of sexual harassment by or against any current or former director, officer or employee of the Company nor or any of its Subsidiaries has planned Subsidiaries. In the prior three years, to the Knowledge of the Company, there have not been any material allegations of sexual harassment involving any director, 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 of its Subsidiaries.

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) (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) (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 Neither Contributor nor any of the date Contributor Subsidiaries is a party to or bound by any collective bargaining agreement or other agreement with, and no employee of this Agreement, except as set forth in Section 6.10 Contributor or any of the Company Disclosure LetterContributor Subsidiaries is represented by, any labor union, works council or other similar representative of employees, (ii) there is no pending or, to Contributor’s Knowledge, threatened union representation petition involving employees of Contributor or any of the Contributor Subsidiaries, and (iiiii) as to Contributor’s Knowledge, since the Applicable Date, there has been no activity or Proceeding of any date subsequent labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees. (b) There is, and since the date Applicable Date there has been, no strike, labor dispute, slowdown, work stoppage, or lockout, or other labor disturbance pending, or, to Contributor’s Knowledge, threatened, against or involving Contributor or any of this Agreement except the Contributor Subsidiaries. (c) Except as has not had, and would notnot have, individually or in the aggregate, reasonably be expected to have a Contributor Material Adverse Effect: (x) none of , Contributor and the employees of the Company or its Contributor Subsidiaries is represented by a union andare, to the knowledge of the Company, no union organizing efforts have been conducted or threatened and since January 1, 2005 or are being conducted or threatened2019 have been, (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 respecting labor, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employeesemployment, and the collection employment practices, and payment of withholding or social security Taxes. No there are no material unfair labor practice charge or complaint is Proceedings pending or, to the Knowledge Contributor’s Knowledge, threatened against Contributor or any of the CompanyContributor Subsidiaries, threatenedby or on behalf of any applicant for employment, any current or former employee, or any class of the foregoing, relating to any of the foregoing applicable Laws. Neither Except as would not have, individually or in the Company aggregate, a Contributor Material Adverse Effect, neither Contributor nor any of its the Contributor Subsidiaries has incurred any is in receipt of a written notice issued by a Governmental Entity that alleges a current material liability or material obligation under violation by 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 Contributor or any of its Subsidiariesthe Contributor Subsidiaries of any applicable Law respecting labor, employment or employment practices.

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) Except as set forth in Section 5.1(p)(i) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement with any labor organization or other representative of any of the Employees, nor is any such agreement presently being negotiated by the Company. With respect to each collective bargaining agreement listed in Section 5.1(p)(i) of the Company Disclosure Letter, the Company has made available to Parent a complete and accurate copy thereof. As of the date of this Agreement, except as set forth in Section 6.10 to the Knowledge of the Company Disclosure LetterCompany, and there are no nor have there been in the last two (ii2) as of years any date subsequent to the date of this Agreement except union organizing activities concerning any Employees. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (xi) none the Company and each of the employees of its Subsidiaries is in compliance with all collective bargaining agreements, (ii) there are no unfair labor practice charges, grievances or complaints pending 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 before the National Labor Relations Board or is negotiating any collective bargaining agreement other labor relations tribunal or authority, domestic or foreign, and (iii) there are no strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor Contract, and (z) there is no disputes pending andor, to the Knowledge of the Company, there is no threatened material strike, picket, work stoppage, work slowdown in writing against or other organized labor dispute affecting involving the Company or any of its Subsidiaries. (bii) The Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, 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, terms and conditions of employment collective bargaining, hiring, termination of employment, employment practices, 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 Taxestaxes. No material unfair labor practice charge Except as would not, individually or complaint is pending orin the aggregate, reasonably be expected to the Knowledge have a Company Material Adverse Effect or as set forth in Section 5.1(p)(ii) of the CompanyCompany Disclosure Letter, threatened. Neither within the last two (2) years, neither the Company nor any of its Subsidiaries has (a) 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 unsatisfied or announced any (b) effectuated a “plant closing” or a “mass layofflay-off” (each as contemplated by WARN defined in WARN), in either case affecting any site of employment or facility of the Company or any of its Subsidiaries, except in accordance with WARN.

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 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 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) Except as set forth on Schedule 4.13(a), each of the Acquired Companies, is and since the Applicable Date through the date hereof has been (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 its former and current employees, workplace practices, and terms and conditions of employment of laborwith or retention by Acquired Companies, including and (ii) in compliance in all material respects with all applicable Laws Laws, agreements and contracts relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, the classification of employeespersonnel as independent contractors, temporary agency employees and “leased” employees (within the collection and payment meaning of withholding Section 414(n) of the Internal Revenue Code or social security Taxesany other applicable Laws of any other country). No material unfair labor practice charge or complaint Except as set forth on Schedule 4.13(a), there is not pending or, to the Knowledge of the Company, threatened. Neither , any material Action of any Person or any order, decree or judgment of any Governmental Authority relating to the employment of the employees of the Business. (b) Except as set forth on Schedule 4.13(b), (i) none of the Acquired Companies is a signatory or a party to, or otherwise bound by, any collective bargaining agreement which covers employees of any Acquired Company, nor is any such agreement being negotiated by the Company nor or any Subsidiary; (ii) none of the Acquired Companies has agreed to recognize any union or other collective bargaining representative to represent any employees of any Acquired Company; (iii) no union or other collective bargaining representative has been certified as representing any employees of any Acquired Company; and (iv) to the Knowledge of the Company, there is no union organizing campaign threatened or being conducted, and none has been threatened or conducted within the twelve (12)-month period preceding the date of this Agreement, to attempt to gain recognition or certification of any union or other collective bargaining representative to represent any employees of any Acquired Company. There is no labor dispute, strike, slowdown, concerted refusal to work overtime or work stoppage involving any employees of any Acquired Company pending or, to the Knowledge of the Company, threatened. (c) Except as set forth on Schedule 4.13(c), no material written notices have been received by any Acquired Company since the Applicable Date with respect to any Action filed with any Governmental Authority against any Acquired Company claiming that such Acquired Company has violated any applicable employment Laws, or, to the Knowledge of the Company, any Action filed with any Governmental Authority against any of its Subsidiaries the employees of any Acquired Company in such individuals’ capacity as employees of the Acquired Companies or threatened to be filed with any Governmental Authority against any Acquired Company. To the Knowledge of the Company, no written notice has been received by any Acquired Company since the Applicable Date that any Governmental Authority responsible for the enforcement of labor or employment Laws intends to conduct an investigation of such Acquired Company. (d) Schedule 4.13(d) sets forth a complete and correct list of: (i) all employment agreements for each employee of any Acquired Company whose 2014 annual compensation exceeded Two Hundred Thousand Dollars ($200,000) (inclusive of bonuses other than any such agreements that can be terminated without the obligation to pay any severance); (ii) all management or consulting agreements with any Person paid annual compensation from any Acquired Company in excess of One Hundred Thousand Dollars ($100,000) and retained by the Acquired Company as a “leased employee” (within the meaning of Section 414(n) of the Internal Revenue Code or under the applicable Laws of any other country) or as other independent contractors, or consultants. Complete and correct copies of each of the Contracts with respect to each item listed on Schedule 4.13(d) have been made available to Parent prior to the date of this Agreement. (e) Schedule 4.13(e) sets forth all severance or continuing payment obligations of any Acquired Company with a reference to each such Contract identified by date, as well as all unpaid severance or continuing payments of any kind (other than pursuant to a plan or program described in Section 4.14 hereof) which are due or claimed to be due from the Acquired Company to any Person whose employment with the Acquired Company has been terminated or who has given or received notice of termination of such employment. (f) From the Applicable Date until the date of this Agreement, no Acquired Company has incurred any Liability under, and each Acquired Company has complied in all material liability or material obligation under respects with, the Worker Adjustment and Retraining Notification Act (“WARN”) or and any similar state or local Law which remains unsatisfied, and neither or the Company nor relevant Laws 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 of the Company or any of its Subsidiariesother country.

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) 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) 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 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) (iSchedule 3.11(a) As of the date of this Agreement, except as set sets forth in Section 6.10 of the Company Disclosure Letter, and (ii) a listing as of any date subsequent January 10, 2014 of all employees of Seller or its Affiliates who provide substantial services to the date of this Agreement except as would notBusiness and who, individually or in if they remain employed on the aggregateClosing Date, reasonably be expected are anticipated to have a Material Adverse Effect: transfer with the Business on the Closing Date (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“Business Employees”). (b) The Company Each of Seller and each of its Subsidiaries are the Selling Affiliates is in compliance in all material respects with all labor and employment Laws applicable Laws relating to the employment of laborBusiness. Except as set forth on Schedule 3.11(b), 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 not pending or, to the Knowledge of Seller, threatened, any material Action or any order, decree or judgment relating to the Companyemployment of the employees of the Business. (c) Except as set forth on Schedule 3.11(c), (i) none of Seller or the Selling Affiliates is, or since January 1, 2011 has been, a signatory or a party to, or otherwise bound by, any collective bargaining agreement which covers employees of the Business; (ii) none of Seller or the Selling Affiliates has agreed to recognize any union or other collective bargaining representative to represent any employees of the Business; (iii) no union or other collective bargaining representative has been certified as representing any employees of the Business; and (iv) to the Knowledge of Seller, there are no union organizing activities threatened or being conducted, and none has been threatened or conducted since January 1, 2012. There is no strike, slowdown, picketing, work stoppage, or other material labor dispute involving the Business pending or, to the Knowledge of Seller, threatened. Neither To the Company nor Knowledge of Seller, there is no call for strike or concerted refusal to work overtime and none are threatened. No trade union has applied to the Ontario Labour Relations Board to have Seller or any of its Subsidiaries has incurred any material liability the Seller Affiliates declared a common or material obligation under related employer pursuant to the Worker Adjustment and Retraining Notification Labour Relations Act (“WARN”Ontario) or any similar state legislation in any jurisdiction in which the Business is carried on. (d) There are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or local Law which remains unsatisfied, other amounts due or owing pursuant to any workplace safety and insurance legislation under the relevant Canadian provincial legislation in respect of the Business and neither the Company Seller nor any Selling Affiliates have been reassessed in any material respect under such legislation during the past three (3) years and, to the Knowledge of its Subsidiaries has planned or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility Seller, no audit of the Company Business is currently being performed pursuant to any such applicable workplace safety and insurance legislation. (e) No Business Employee in Canada has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such arising from any applicable Law from the employment of its Subsidiariesan employee without an agreement as to notice or severance.

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. (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 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 The Company has made available to Parent a true and complete list of all employees with annual salaries in excess of $250,000 of the Company and its Subsidiaries, as of the date hereof, and includes, as applicable, each individual’s name (unless prohibited by applicable Law), title, employing entity, work location, status (full-or part-time or temporary), unionized or non-unionized, overtime classification (exempt or non-exempt), date of this Agreementhire, except rate of base salary or hourly wage, target annual bonus or other cash incentive opportunity, if applicable, amount of accrued but unused paid time off, and leave status. Schedule 5.15(a) sets forth a true and complete list of all employees with annual salaries in excess of $250,000. (b) Except as set forth in Section 6.10 on Schedule 5.15(b), neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no such agreements or arrangements are currently being negotiated by the Company or any of its Subsidiaries. No labor union or organization, works council or group of employees of the Company Disclosure Letteror any of its Subsidiaries has made a pending written demand for recognition or certification. There are no representation or certification proceedings or petitions seeking a representation proceeding or common or related employer applications pending or, and (ii) as of any date subsequent to the date knowledge of this Agreement except the Company, threatened in writing to be brought or filed with the National Labor Relations Board or any other applicable labor or employee relations authority. (c) Except as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, each of the Company and its Subsidiaries: (xi) none is in compliance with all applicable Laws regarding employment and employment practices, including all applicable Laws respecting terms and conditions of employment, employee classification (including the classification of employees and independent contractors and the classification of exempt and non-exempt employees), non-discrimination, harassment, workplace violence, French language, wages and hours, immigration, disability rights or benefits, equal opportunity, WARN, affirmative action, labor relations, pay equity, overtime pay, unemployment insurance, meal and rest periods/breaks, collective bargaining, civil rights, human right, background checks and screenings, privacy laws, paid sick days and leave of absence entitlements and benefits (including the federal Emergency Paid Sick Leave Act and the federal Emergency Family and Medical Leave Expansion Act), safety and health (including the federal Occupational Safety and Health Act and any applicable state, provincial or local laws concerning COVID-19-related health and safety issues) and workers’ compensation; and (ii) has not been adjudged to have committed any unfair labor practice as defined by the National Labor Relations Board or any other applicable labor or employee relations authority, or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board or any other applicable labor or employee relations authority that remains unresolved. The Company and its Subsidiaries have not implemented and have no plans to implement any reductions in hours, furloughs, layoffs or salary reductions that would: (A) cause any employee currently classified as “exempt” under applicable federal, provincial and state overtime pay Laws to lose such “exempt” status, (B) cause any employee’s compensation to fall below the applicable federal, provincial state or local minimum wage, or (C) give rise to a claim for constructive dismissal. (d) In the past three years, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, picketing, hand-billing or work stoppages against or affecting 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 none is currently threatened, except for those which would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (ye) Except as set forth on Schedule 5.15(e), neither the Company nor any of its Subsidiaries is has taken any action relating to any employee or worksite thereof that would require the service of a party notice under WARN, taking into account any temporary or permanent modification of WARN as a result of COVID-19 within the three years prior to or is negotiating any collective bargaining agreement or other labor Contractthe date of this Agreement, and no such events are reasonably expected to occur prior to the Closing. Except as set forth on Schedule 5.15(e), neither the Company nor any of its Subsidiaries has engaged in any temporary layoffs, furloughs or hours reductions that would trigger notice requirements under WARN were any such temporary layoff, furlough or hours reduction to last for at least six months and no such events are reasonably expected to occur prior to the Closing. (zf) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent in payments to any current or former employees for any services or amounts required to be reimbursed or otherwise paid as compensation for services (including salaries, wages, vacation pay, overtime pay, commissions, fees or bonuses), and all such amounts if accrued, are properly accrued and accurately reflected in the books and records of the Company and its Subsidiaries. (g) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no individual employees or independent contractors who perform services for the Company or any of its Subsidiaries have been improperly included or excluded from any Company Benefit Plan, and neither the Company nor any of its Subsidiaries have received written notice of any pending or threatened inquiry or audit from any Person concerning any such improper inclusion or exclusion. (h) Except as set forth on Schedule 5.15(h), there is are currently no, and during the past three years there have been no material Claims or Actions pending, settled or threatened against the Company or any of its Subsidiaries before the U.S. Equal Employment Opportunity Commission or any federal, foreign, state or local court or agency, or arbitrator, or any other pending andor threatened Claims concerning alleged employment discrimination or any other matters relating to the employment of labor, including but not limited to any Claims or Actions relating to the termination of employment, engagement or service of any individual, unfair labor practices, harassment, retaliation, payment of overtime, equal pay, or any other employment related matter arising under applicable Laws relating to the employment of labor. There are no, and during the past three years, there have been no, Claims or Actions relating to allegations of employment discrimination or employment harassment by an appointed officer, director, executive or manager of the Company or any of its Subsidiaries currently pending or, to the Knowledge knowledge of Company or any of its Subsidiaries, threatened. (i) To the knowledge of the Company, there is no threatened employee of the Company or any of its Subsidiaries is, in any material strikerespect, picketin violation of any term of any employment agreement, work stoppagenondisclosure agreement, work slowdown non-competition agreement, restrictive covenant or other organized labor dispute affecting obligation to the Company or any of its Subsidiaries. (bj) All current and, to the knowledge of the Company, former employees of the Company and its Subsidiaries have and had all work permits, visas and authorizations required to perform work or provide services in their respective jurisdictions of employment. (k) There are no outstanding or unaccrued assessments, penalties, fines, liens, charges, or surcharges due or owing pursuant to any workers’ compensation Law in respect of the Company or any of its Subsidiaries and there are no claims or to the knowledge of the Company, potential claims, which could reasonably be expected to have a Material Adverse Effect on the Company’s accident cost experience. (l) 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 COVID-19 Measures that are binding on the Company nor any of and its Subsidiaries has incurred and applicable to any material liability or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local Law location in 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 operates.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 Schedule 5.23(a): (i) neither 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 Companies is a party to any outstanding employment or consulting agreements or contracts with officers or employees of the Business that are not terminable at will, or that provide for the payment of any bonus or commission; (ii) neither of the Companies is negotiating a party to any agreement, policy or practice that requires it to pay termination or severance pay to salaried, non-exempt or hourly employees of the Business (other than as required by law); (iii) neither of the Companies is a party to any collective bargaining agreement or other labor Contractunion contract applicable to employees of the Business nor does either of the Sellers know of any activities or proceedings of any labor union to organize any such employees. The Sellers have furnished to the Buyer complete and correct copies of all such agreements ("Employment and Labor Agreements"). The Companies have not breached or otherwise failed to comply with any provisions of any Employment or Labor Agreement, and (z) there is are 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 Subsidiariesgrievances outstanding thereunder. (b) The Company and Except as set forth in Schedule 5.23(b): (i) each of its Subsidiaries are the Companies is in compliance in all material respects with all applicable Laws laws relating to the employment of laborand employment practices, including all applicable Laws relating to wages, hours, collective bargaining, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification terms and conditions of employees, and the collection and payment of withholding or social security Taxes. No material employment; (ii) there is no unfair labor practice charge or complaint pending before the National Labor Relations Board ("NLRB"); (iii) there is no labor strike, material slowdown or material work stoppage or lockout pending or, to the Knowledge best knowledge of the CompanySellers, threatened. Neither threatened against or affecting the Company nor Business, and neither of the Companies has experienced any of its Subsidiaries has incurred any strike, material liability slow down or material obligation under work stoppage, lockout or other collective labor action; (iv) there is no representation claim or petition pending before the Worker Adjustment and Retraining Notification Act (“WARN”) NLRB or any similar state or local Law which remains unsatisfied, foreign agency and neither no question concerning representation exists relating 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 employees of the Company Business; (v) there are no charges with respect to or relating to the Companies or the Business pending before the Equal Employment Opportunity Commission or any state, local or foreign agency responsible for the prevention of its Subsidiariesunlawful employment practices and (vi) neither of the Sellers has received any notice from any national, state, local or foreign agency responsible for the enforcement of labor or employment laws of an intention to conduct an investigation of the Companies and no such investigation is in progress.

Labor Matters. (a) (i) The Company and its Subsidiaries are not a party to, nor 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 or labor organization (collectively, a “Collective Bargaining Agreement”); (ii) there are no Collective Bargaining Agreements that pertain to any of the employees of the Company or its Subsidiaries, and no employees of the Company or its Subsidiaries are represented by any labor union, trade union or labor organization with respect to their employment with the Company or its Subsidiaries; (iii) since January 1, 2010, no labor union, trade union, labor organization or group of employees of the Company or 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 in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority; (iv) the Company has no knowledge of any organizing activities with respect to any employees of the Company or its Subsidiaries; (v) since January 1, 2010, there has been no actual, or to the knowledge of the Company, threatened material arbitrations, material grievances, labor disputes, strikes, lockouts, slowdowns or work stoppages against or affecting the Company or its Subsidiaries; and (vi) since January 1, 2010, to the knowledge of the Company, neither the Company nor its Subsidiaries nor any of their employees, agents or Representatives, has committed any material unfair labor practice as defined in the National Labor Relations Act. (b) The Company and its Subsidiaries: (i) are not in violation of any Law pertaining to labor, employment or employment practices including, but not limited to, all Laws regarding health and safety, wages and hours, labor relations, employment discrimination, disability rights or benefits, equal opportunity, immigration, plant closures and layoffs, affirmative action, employee leave issues, unemployment insurance and workers’ compensation, or (ii) are not, and have not been since January 1, 2010, a party to any material Action alleging a violation of any Law pertaining to labor, employment or employment practices, nor, to the knowledge of the Company, is any such material Action pending or threatened, except for violations or Actions that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect. (c) The Company and its Subsidiaries: (i) have taken reasonable steps to properly classify and treat all of their employees and independent contractors, (ii) have taken reasonable steps to properly classify and treat all of their employees as “exempt” or “nonexempt” from overtime requirements under applicable Law, (iii) are not delinquent in any material payments to, or on behalf of, any current or former independent contractors or employees for any services or amounts required to be reimbursed or otherwise paid, (iv) have 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 to any current or former independent contractors or employees; and (v) are not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Entity with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former independent contractors or employees (other than routine payments to be made in the normal course of business and consistent with past practice). The Company and its Subsidiaries do not have direct or indirect material liability as a result of any misclassification of any Person as an independent contractor rather than as an employee. (d) To the knowledge of the Company, since January 1, 2010, none of the Company or any of its Subsidiaries has received written notice from a third party alleging or claiming that any employee or former employee of the Company or its Subsidiaries is in violation of any term of any third party employment agreement, nondisclosure agreement, common law nondisclosure obligation or non-competition agreement. (e) As of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and (ii) as of its Subsidiaries have no knowledge that 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 current employee of the Company or its Subsidiaries is represented by a union and, with an annual base salary exceeding $300,000 in the aggregate intends to the knowledge of the Company, no union organizing efforts have been conducted terminate his 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 Subsidiariesher employment. (bf) The Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable Laws relating notice and other requirements under the WARN Act. In the 18 months prior 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 unfair labor practice charge or complaint is pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of and its Subsidiaries has incurred any material liability or material obligation under have not (A) effectuated a “plant closing” (as defined in the WARN Act), (B) effectuated a “mass layoff” (as defined in the U.S. Worker Adjustment and Retraining Notification Act (“WARN”) or and any similar state or local Law which remains unsatisfiedrelating to plant closings or layoffs (collectively, and neither the Company nor “Warn Act”), or (C) undertaken 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 Subsidiariesother similar action requiring notice.

Labor Matters. (a) (i) As of the date of this Agreement, except Except as set forth in Section 6.10 4.14(a) of the Company Disclosure Letter, none of Company, Company LP or any Company Subsidiary is a party to or bound by any collective bargaining agreement, trade union or other labor union contract applicable to persons employed by Company, Company LP or any Company Subsidiary. Except as set forth in Section 4.14(a) of the Company Disclosure Letter (i) none of Company, Company LP or any Company Subsidiary has breached or otherwise failed to comply, in any material respect, with any provision of any such agreement or contract described in the preceding sentence, and there are no grievances outstanding against Company, Company LP or any Company Subsidiary under such agreement or contract, (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, Company LP or its Subsidiaries any Company Subsidiary is represented by a union andor similar labor organization, (iii) to the knowledge Knowledge of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 within the last five (5) years or are now 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 Contractconducted, and (ziv) there is no pending no, and, to the Knowledge of the Company, there is no has not been a threatened material strike, picketslowdown, work stoppage, work slowdown lockout or other organized material labor dispute affecting the by or with respect to any employees of Company, Company LP or any of its SubsidiariesCompany Subsidiary. (b) The Each of Company, Company LP and each of its Subsidiaries are Company Subsidiary is in compliance in all material respects with all applicable Laws relating to the employment of laborlabor and employment, including all applicable Laws relating to wages, hours, collective bargaining, unemployment compensation, employment discrimination, civil rights, immigration control, employee classification, safety and health, workers’ compensation, pay equity, classification of employeesinformation privacy and security, and the collection and payment of withholding or and/or social security Taxestaxes. No material unfair labor practice charge or complaint is pending or, to the Knowledge None of the Company, threatenedCompany LP or any Company Subsidiary is delinquent in paying, or has otherwise failed to pay, any wages due to any employee or group of employees. Neither the None of Company, Company nor LP or any of its Subsidiaries Company 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 which that remains unsatisfied. (c) There are no (i) unfair labor practice charges or complaints against Company, and neither Company LP or any Company Subsidiary pending before the Company nor National Labor Relations Board or any of its Subsidiaries has planned other labor relations tribunal or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting any site of employment or facility authority and, to the Knowledge of the Company Company, no such representations, claims or petitions are threatened, or (ii) representation claims or petitions pending before the National Labor Relations Board or any of its Subsidiariesother labor relations tribunal or authority.

Labor Matters. ​ (a) (i) As of The Business is and has been during 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 past two years in compliance in all material respects with all applicable Laws relating to the employment of respecting labor, including all applicable Laws relating to wagesemployment, hoursimmigration, collective bargainingfair employment practices, employment discrimination, civil rights, safety terms and healthconditions of employment, workers’ compensation, pay equityoccupational safety, classification of employeesplant closings, mass layoffs, worker classification, exempt and non-exempt status, compensation and benefits, Social Security Benefits, and wages and hours, except for any such incompliance which, individually or in the collection aggregate, has not had and payment would not reasonably be expected to have a Material Adverse Effect. ​ (b) Neither the Company nor any of withholding its Subsidiaries is party to or social security Taxesbound by (i) any collective bargaining agreement or other Contract with any labor union, labor organization or works council or any arrangement with an employer organization or (ii) arrangements with a labor union, works council or labor organization. No There is no, and since December 31, 2020 there has been no, organized labor dispute, labor grievance or strike, lockout, picketing, hand billing, slowdown, concerted refusal to work overtime, work stoppage, or other material unfair labor practice charge dispute against or complaint is affecting the Business, in each case, pending or, to the Knowledge of the Company, threatened. Neither the ​ ​ (c) Each benefit or similar plan relating to Company nor any of its Subsidiaries has incurred any material liability Employees 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 other service providers of the Company or any of its SubsidiariesSubsidiaries (collectively the “Company Benefit Plans”) has been established, maintained, funded and administered in compliance in all material respects with applicable Laws. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereunder (including the Merger) could (whether alone or in connection with any subsequent event(s)) (A) result in the acceleration, funding or vesting of any material compensation or benefits to any current or former director, officer, employee, consultant or other service provider of the Company or its Subsidiaries under any Company Benefit Plan, or (B) result in the payment by the Company or any of its Subsidiaries to any current or former employee, officer, director, consultant or other service provider of the Company or its Subsidiaries of any severance pay or any increase in severance pay (including the extension of a prior notice period or any golden parachute) upon any termination of employment or service or the cancellation of any material benefit or payment to any Company Employee.

Labor Matters. (a) The Companies and their respective Subsidiaries are not currently conducting and, since December 31, 2007 have not conducted, their operations in material violation of any Law, Order, agreement, plan or program applicable to the Companies or their respective Subsidiaries, in each case relating to labor or employment relations or practices (iincluding terms and conditions of employment, management-labor relations, wage and hour issues, immigration and occupational safety and health). The Companies and their respective Subsidiaries are not engaged in and, since December 31, 2008, have not engaged in, any unfair labor practice. (b) As of the date of this Agreementhereof, except as set forth in Section 6.10 (i) no employee of the Company Disclosure LetterCompanies or any of their respective Subsidiaries is represented by any union, and (ii) as none of the Companies or any of their respective Subsidiaries is a party or subject to any labor union or collective bargaining agreement and (iii) no labor union or collective bargaining agreement is currently being negotiated by or involving the Companies or any of their respective Subsidiaries. As of the date subsequent hereof, none of the Companies or their respective Subsidiaries is subject to any pending, or to the date Knowledge of this Agreement except as Sellers, threatened demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding with respect to the Companies or any of their respective Subsidiaries presently pending or, to the Knowledge of Sellers, threatened or anticipated to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. (c) There are no pending or, to the Knowledge of Sellers, threatened or anticipated, and, since December 31, 2007, there have been no, strikes, lockouts, union organization activities (including union organization campaigns or requests for representation), pickets, slowdowns, stoppages, grievances or labor disputes in respect of the business of the Companies or any of their respective Subsidiaries. (d) There are no pending or, to the Knowledge of Sellers, threatened, legal actions, lawsuits, arbitrations, administrative or other proceedings, charges, complaints, investigations, inspections, audits or written notices of violations or possible violations brought by or on behalf of, or otherwise involving, any current or former employee, any person alleged to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental Entity, that involve the labor or employment relations and practices of the Companies or any of their respective Subsidiaries. There are no pending or, to the Knowledge of Sellers, threatened, and, since December 31, 2007, have been no, written internal complaints, whether informal or otherwise, by any Person with respect to the labor or employment practices of the Companies or any of their respective Subsidiaries relating to discrimination or harassment, wage and hour, misclassification and/or whistleblower/retaliation matters, which complaint has not been resolved or has had or which would notreasonably be expected to have, 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, . There are 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 Sellers, threatened or anticipated material grievances or arbitration proceedings arising out of or under any labor union or collective bargaining agreement. (e) None of the Company, threatened. Neither the Company nor Companies or any of its their respective Subsidiaries has incurred been affected by any material liability transaction or material obligation under engaged in layoffs or employment terminations sufficient in number to trigger application of the federal Worker Adjustment and Retraining Notification Act or any similar state, local or foreign Law (including any state Laws relating to plant closings or mass layoffs) (collectively, “WARN”) during the last three (3) years. The Companies and their respective Subsidiaries are, and have been, in material compliance with WARN, and the Companies and their respective Subsidiaries have not incurred any liability or any similar state or local Law obligation under WARN 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) Neither the Company nor any of its Subsidiaries has used the services of workers provided by third-party contract labor suppliers, temporary employees, “leased employees” (iwithin the meaning of Section 414(n) As of the date Code) or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of this Agreementany Employee Benefit Plan or the imposition of penalties or excise taxes with respect to any Employee Benefit Plan by the Internal Revenue Service, except the Department of Labor, or any other Governmental Entity. (b) Except as set forth in Section 6.10 5.11(b) of the Company Disclosure Letter, and (ii) as no individual is or is part of a unit represented by a labor union, labor organization, workers’ association, works council or other collective group of employees which represents any date subsequent to the date group 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 a union and, to in connection with his or her employment with the knowledge Company or any of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other similar labor Contract, and (z) there is no pending and, to the Knowledge agreement covering employees 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. . There are no (bi) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of laborlabor strikes, 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 slowdowns or social security Taxes. No material unfair labor practice charge or complaint is stoppages currently pending or, to the Knowledge of the Company, threatenedthreatened against or affecting the Company or any of its Subsidiaries, (ii) representation claims, certification applications, or petitions pending before any Governmental Entity or any organizing efforts or challenges concerning representation with respect to the employees of the Company or any of its Subsidiaries or (iii) material grievances or pending arbitration proceedings against the Company or any of its Subsidiaries that arose out of or under any collective bargaining agreement. Neither No notice, consent or opinion of any labor union, labor organization, works council, or group of employees of the Company or its Subsidiaries is required in connection with the signing of this Agreement or the consummation of the transaction contemplated by this Agreement, except where a failure to obtain any such notice, consent or opinion does not and would not (i) constitute a Company Material Adverse Effect or (ii) reasonably be expected to materially impair, prevent or delay the ability of the Company to consummate the Merger and the other transactions to be performed or consummated by the Company pursuant to this Agreement. (c) To the Knowledge of the Company, no employee of the Company or its Subsidiaries at the level of division manager or above is in violation of any term of any nondisclosure or restrictive covenant obligation to a former employer of any such employee. (d) Since the date of the Company Balance Sheet until the date hereof, neither the Company nor any of its Subsidiaries has incurred any material liability effectuated or material obligation under announced or plans to effectuate or announce (i) a “plant closing,” as defined in the Worker U.S. Workers Adjustment and Retraining Notification Act (“WARN”) affecting any site of employment or any similar state one or local Law which remains unsatisfied, and neither the Company nor any of its Subsidiaries has planned more facilities or announced any “plant closing” or “mass layoff” as contemplated by WARN affecting operating units within any site of employment or facility of the Company or any of its Subsidiaries, (ii) a “mass layoff” (as defined in the WARN), (iii) a mass termination under applicable employment standards legislation, or (iv) any other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar applicable Law.

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 the Company’s Subsidiaries is is, and has ever been, a party to or is negotiating any union contract, collective bargaining agreement agreement, or other labor similar Contract, and (z) there is no past or pending labor union organizing activity or, to the Knowledge of the Company, any such activity threatened with respect to the Company or any of the Company’s Subsidiaries, or any of their employees. (b) Neither the Company nor any of the Company’s Subsidiaries has experienced any material strikes, work stoppages, slowdowns, lockouts or, to the Knowledge of the Company, union organization attempts, and, to the Knowledge of the Company, there is no such item threatened material strike, picket, work stoppage, work slowdown or other organized labor dispute affecting against the Company or any of its Subsidiaries.Company Subsidiary (bc) The Company and each of its the Company’s Subsidiaries are is, and have been, in material compliance in all material respects with all applicable Laws relating to: (i) employment and employment practices, (ii) the engagement of leased employees, consultants, and independent contractors, (iii) terms and conditions of employment and wage and hour requirements (including the proper classification of, compensation paid to, and related withholding with respect to employees, leased employees, consultants, and independent contractors) and the employment obligations of laborthe Worker Adjustment and Retraining Notification Act, including all applicable Laws relating to wages(iv) unfair labor practices, hours(v) discrimination, harassment, equal opportunity, and affirmative action, (vi) collective bargaining, employment discrimination(vii) leaves of absence, civil rights(viii) reasonable accommodation of disabilities, safety and health, (ix) workers’ compensation, pay equity, classification compensation insurance and the payment of employeessocial security and other Taxes, and (x) occupational health and safety requirements and immigration. (d) Except as set forth in Section 3.15(d) of the collection and payment Disclosure Schedule, there are no worker’s compensation claims with respect to the Company or any of withholding the Company’s Subsidiaries. (e) There is no employment-related charge, complaint, grievance, investigation, or social security Taxes. No material unfair labor practice charge or complaint is inquiry of any kind, pending or, to the Knowledge of the Company, threatened. Neither the Company nor threatened in any forum, by or on behalf of its Subsidiaries has incurred any material liability present 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 former employee of the Company or any of the Company’s Subsidiaries for which they could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment Contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Company of any of the Company Subsidiaries in connection with the employment relationship.

Labor Matters. (a) Neither the Company nor any of its Subsidiaries has used the services of workers provided by third-party contract labor suppliers, temporary employees, "leased employees" (iwithin the meaning of Section 414(n) As of the date Code) or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of this Agreementany Employee Benefit Plan or the imposition of penalties or excise taxes with respect to any Employee Benefit Plan by the Internal Revenue Service, except the Department of Labor, or any other Governmental Entity. (b) Except as set forth in Section 6.10 5.11(b) of the Company Disclosure Letter, and (ii) as no individual is or is part of a unit represented by a labor union, labor organization, workers' association, works council or other collective group of employees which represents any date subsequent to the date group 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 a union and, to in connection with his or her employment with the knowledge Company or any of the Company, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, (y) neither its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to or is negotiating any collective bargaining agreement or other similar labor Contract, and (z) there is no pending and, to the Knowledge agreement covering employees 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. . There are no (bi) The Company and each of its Subsidiaries are in compliance in all material respects with all applicable Laws relating to the employment of laborlabor strikes, 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 slowdowns or social security Taxes. No material unfair labor practice charge or complaint is stoppages currently pending or, to the Knowledge of the Company, threatened. Neither threatened against or affecting the Company nor or any of its Subsidiaries, (ii) representation claims, certification applications, or petitions pending before any Governmental Entity or any organizing efforts or challenges concerning representation with respect to the employees of the Company or any of its Subsidiaries has incurred any or (iii) material liability grievances or material obligation under pending arbitration proceedings against the Worker Adjustment and Retraining Notification Act (“WARN”) Company or any similar state of its Subsidiaries that arose out of or local Law which remains unsatisfiedunder any collective bargaining agreement. No notice, consent or opinion of any labor union, labor organization, works council, or group of employees of the Company or its Subsidiaries is required in connection with the signing of this Agreement or the consummation of the transaction contemplated by this Agreement, except where a failure to obtain any such notice, consent or opinion does not and would not (i) constitute a Company Material Adverse Effect or (ii) reasonably be expected to materially impair, prevent or delay the ability of the Company to consummate the Merger and the other transactions to be performed or consummated by the Company pursuant to this Agreement. (c) To the Knowledge of the Company, no employee of the Company or its Subsidiaries at the level of division manager or above is in violation of any term of any nondisclosure or restrictive covenant obligation to a former employer of any such employee. (d) Since the date of the Company Balance Sheet until the date hereof, neither the Company nor any of its Subsidiaries has planned effectuated or announced any “or plans to effectuate or announce (i) a "plant closing” ," as defined in the U.S. Workers Adjustment and Retraining Notification Act ("WARN") affecting any site of employment or “mass layoff” as contemplated by WARN affecting one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, (ii) a "mass layoff" (as defined in the WARN), (iii) a mass termination under applicable employment standards legislation, or (iv) any other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar applicable Law.

Labor Matters. (a) (i) As No application or petition for certification of the date of this Agreement, except as set forth in Section 6.10 of the Company Disclosure Letter, and a collective bargaining agent is pending; (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 Seller are, or its Subsidiaries is have been, represented by a any union and, or other bargaining representative; (iii) to the knowledge Knowledge of the CompanySeller, no union organizing efforts have been conducted or threatened since January 1has attempted to organize any group of Seller’s employees, 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 Seller, no group of Seller’s employees has sought to organize themselves into a union or similar organization for the Company, purpose of collective bargaining; (iv) there has not been and there is no threatened material not currently pending any labor arbitration or proceeding in respect of the grievance of any employee, any application, charge, or complaint filed by any employee or union with the National Labor Relations Board or any comparable state or local agency, any strike, picketslowdown, picketing, or work stoppagestoppage by any employees at any facility of Seller, work slowdown any lockout of any such employees or any labor trouble or other organized labor dispute affecting the Company labor-related controversy, occurrence, or condition; (v) no agreement restricts Seller from relocating, closing, or terminating any of its Subsidiariesoperations or facilities or any portion thereof, or from subcontracting or contracting out any work; and (vi) to the Knowledge of Seller, no such agreement, action, proceeding, or occurrence is threatened or contemplated by any Person. (b) The Company Seller has not during the past five years been cited for violations of Occupational Safety and each Health Act of 1970, 29 U.S.C. sec. 651 et seq. (“OSHA”), any regulation promulgated pursuant to OSHA, or any other statute, ordinance, rule, or regulation establishing standards of workplace safety, or paid any fines or penalties with respect to any such citation. During the past five years: (i) there have not been any inspections of any of the facilities of the Business by representatives of the Occupational Safety and Health Administration or any other Governmental Entity vested with authority to enforce any statute, ordinance, rule, or regulation establishing standards of workplace safety; (ii) no representative of any such Governmental Entity has attempted to conduct any such inspection or sought entry to any of such facilities for that purpose; (iii) Seller has not been notified of any complaint or charge filed by any employee of the Business or employee representative with any such Governmental Entity that alleges that Seller has violated OSHA or any other statute, ordinance, rule, or regulation establishing standards of workplace safety; (iv) Seller has not been notified that any employee of the Business or employee representative has requested that any such Governmental Entity conduct an inspection of any facilities of Seller to determine whether violations of OSHA or any other such statute, ordinance, rule, or regulation may exist; and (v) Seller does not maintain any condition, process, practice, or procedure at any of its Subsidiaries are in compliance in all material respects respective facilities that violate OSHA or any other Law establishing standards or workplace safety. (c) Each of the Seller Entities has complied with all applicable Laws relating to the employment of personnel and labor, including all applicable Laws relating except where the failure 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 do so would not have a Material Adverse Effect on Seller. (d) To the Knowledge of the CompanySeller, 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 none of the Company or Seller Entities has engaged in any of its Subsidiariesunfair labor practice.

Labor Matters. (a) (i) As of the date of this Agreement, except as set forth in Section 6.10 of Neither the Company Disclosure Letter, and (ii) as nor any of its Subsidiaries is a party to any date subsequent to the date of this Agreement except as would not, individually collective bargaining or in the aggregate, reasonably be expected to have a Material Adverse Effect: (x) none of the other material agreements with labor unions or associations representing employees of the Company or its Subsidiaries is (collectively, the “Collective Bargaining Agreements”); it being understood that the employees located at the Yantai, China facility are subject to a government-sponsored program. No employees of the Company or any of its Subsidiaries are currently represented by a any labor union andor association; nor have any such employees been represented by any labor union or association within the past five (5) years. Except as disclosed in Schedule 5.1(k) hereto, to the knowledge Company’s knowledge, (A) there are no organizational campaigns, petitions or other activities seeking recognition of a collective bargaining unit which could affect the Company or its Subsidiaries, nor have there been any such activities within the past five years; (B) there are no controversies, strikes, slowdowns or work stoppages pending or, to the Company’s knowledge, threatened between the Company or its Subsidiaries and any of their respective employees, and neither the Company nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (C) there are no complaints, disputes, arbitrations, lawsuits or administrative proceedings relating to labor or employment matters, involving any current or former Employees of the Company or any of its Subsidiaries, pending or, to the Company’s knowledge, no union organizing efforts have been conducted or threatened since January 1, 2005 or are being conducted or threatened, against the Company or any of its Subsidiaries before any Governmental Authority; (yD) the Company and each Subsidiary is currently in compliance with all applicable laws relating to the employment of labor, including those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority; and (E) 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 Authority relating to employees 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 Subsidiariesemployment practices. (bii) The Company has maintained true, correct and each complete information with respect to all employees, independent contractors and leased employees 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 wagesa true, hourscorrect and complete listing of the current salary or wage, collective bargainingincentive pay and bonuses, employment discrimination, civil rights, safety and health, workers’ compensation, pay equity, classification of employees, accrued vacation and the collection current status (as to leave or disability pay status, leave eligibility status, full or part time, exempt or non-exempt, temporary or permanent status) of such employees and payment has provided all such information to Parent with respect to employees earning annual base compensation in excess of withholding or social security Taxes$100,000. No material unfair labor practice charge or complaint is pending or, to the Knowledge Table of Contents (iii) To the Company’s knowledge, threatened. Neither except as set forth in Schedule 5.1(k)(iii), no officer or significant employee (whose departure could significantly disrupt the Company nor any provision of its Subsidiaries has incurred any material liability services by a department or material obligation under the Worker Adjustment and Retraining Notification Act (“WARN”function) 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 its Subsidiaries and no group of the Company’s or the Subsidiaries’ employees has any plans to terminate his, her or its employment. There has been no departure of any officer or significant employee of the Company or its SubsidiariesSubsidiaries during the past year, except as set forth in Schedule 5.1(k)(iii).