Common use of Labor Matters Clause in Contracts

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. (a) Except as set forth on Schedule 4.18, as 3.16 of the date hereofDisclosure Schedules, to the Knowledge (a) neither Seller nor any of the Shareholders and the Conveyed EntitiesSeller Subsidiaries is a party to any labor agreement with any labor organization, group or association with respect to Business Employees; (ib) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending (for which notice has been provided), or to the knowledge of Seller, threatened against a Conveyed Entity or any of its Subsidiariesaffecting the Business; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (vc) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Seller or any of its the Seller Subsidiaries (relating to any Business Employees) pending or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesSeller, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vid) there is no material pending grievance nor any pending arbitration proceeding arising out of or under any collective bargaining agreement or other grievance procedure pending before any Governmental Authorityagreements relating to the Business Employees; (viie) no material charges with respect to or relating to any Conveyed Entity Seller or any of its the Seller Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the prevention of unlawful employment practices with respect to any Business Employees; and (f) neither Seller nor any of the Seller Subsidiaries have received notice of the intent of any federal, state or foreign governmental authority responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries the Business Employees and no such investigation is in progress; and . (ixb) there are To the knowledge of Seller, as of the date hereof, no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former current key employee of a Conveyed Entity the Business has taken any action or announced he or she will take any action to terminate his or her employment relationship with Seller. (c) Since the enactment of Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act"), the Seller and its Subsidiaries alleging breach of any express have not effectuated a "plant closing," "mass layoff" or implied contract or employment, any Law governing "employment or loss" (as defined in the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectWARN Act).

Labor Matters. Except as set forth on Schedule 4.18, as Neither the Company nor any of the date hereofSubsidiaries is engaged in any unfair labor practice; except for matters which would not, to individually or in the Knowledge of the Shareholders and the Conveyed Entitiesaggregate, have a Material Adverse Effect, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (iiA) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge Company’s knowledge, threatened against the Company or any of the Shareholders and the Conveyed Entities, threatened Subsidiaries before the National Labor Relations Board Board, and no grievance or any similar state arbitration proceeding arising out of or foreign agencyunder collective bargaining agreements is pending or, which if adversely determined to the Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against any Conveyed Entity the Company or any of its Subsidiaries, would have a Material Adverse Effect; the Subsidiaries and (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (viiC) no material charges with respect to or relating to any Conveyed Entity union representation dispute currently existing concerning the employees of the Company or any of its Subsidiaries the Subsidiaries, (ii) to the Company’s knowledge, no union organizing activities are pending before currently taking place concerning the Equal Employment Opportunity Commission employees of the Company or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent Subsidiaries and (iii) there has been no violation of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or law relating to discrimination in the hiring, promotion or pay of employees, any Conveyed Entity applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”) or the WARN Act’s state, foreign or local equivalent, or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) or the rules and regulations promulgated thereunder concerning the employees of the Company or any of its Subsidiaries the Subsidiaries; the Company and no such investigation each Subsidiary is in progress; and (ix) there are no complaintscompliance with all presently applicable provisions of ERISA, lawsuits or other proceedings pending or threatened except where such non-compliance would not result in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have 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 Company or any Subsidiary contributes or which the Company or any Subsidiary maintains; the Company and each Subsidiary has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) 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 Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (ia) there Seller is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is not a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges contract or understanding with respect to or a labor union relating to any Conveyed Entity or any employees of its Subsidiaries are pending before Business, and to the Equal Employment Opportunity Commission or any other agency responsible for the prevention Knowledge of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) Seller there are no complaintslabor union organizational efforts underway or threatened involving any of Seller’s employees. There are no labor disputes, claims, lawsuits or grievances pending, or to Seller’s Knowledge threatened, against or otherwise affecting its Business. There are no written employment contracts or written employment agreements with any employees of Seller’s Business. All oral employment contracts or agreements with any employees of Seller’s Business shall be terminated by Seller effective on or before the Closing Date. (b) Schedule 4.23(b) sets forth all full-time and part-time employees of Seller, together with each employee’s title and identification number, if any. (c) Seller will deliver any and all necessary notices to its employees relating to the transaction contemplated by this Agreement, including without limitation any notices required by the WARN Act. (d) To Seller’s Knowledge, Seller has at all times complied with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other proceedings pending or threatened in any forum by statements of authority pertaining to employment, including without limitation all (i) employment eligibility verification forms, (ii) all immigration and alien employee regulations and laws, (iii) group health plans of Seller to which Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as “COBRA”) applies and that cover employees of its Business, (iv) the Americans with Disabilities Act and (v) payment of withholding taxes for or on behalf of employees. (e) The transactions contemplated by this Agreement do not violate any present federal or former employee of a Conveyed Entity state labor laws or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectregulations.

Labor Matters. Except as set forth on Schedule 4.18(a) Neither Discovery nor any of its Subsidiaries is (i) a party to any collective bargaining agreement, as shop agreement, group shop agreement, shop policy, collective agreement, recognition agreement or other labor or trade union contract or (ii) a member of any employer’s association related to organized labor, in each case, applicable to persons employed by Discovery or any of its Subsidiaries in connection with the operation of the date hereofFoundryCo Assets or the Transferred FoundryCo Subsidiaries, and to the knowledge of Discovery, currently there are no organizational campaigns, petitions, negotiations or other unionization activities seeking recognition of a collective bargaining unit, labor union, trade union, works council or other employee representative body which could affect the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to the Knowledge best knowledge of Discovery, threatened between Discovery or any of its Subsidiaries and any of employees employed in connection with the operation of the Shareholders FoundryCo Assets or the Transferred FoundryCo Subsidiaries, and neither Discovery nor any of its Subsidiaries has experienced any such controversy, strike, slowdown or work stoppage within the Conveyed Entitiespast three (3) years; (c) neither Discovery has nor any of its Subsidiaries breached in any material respect or otherwise failed to comply in all material respects with the provisions of any collective bargaining, collective agreement or union contract, and there are no material grievances outstanding against Discovery under any such agreement or contract; (id) the consent, notice or opinion of any employee representative body applicable to persons employed by Discovery or any of its Subsidiaries in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries is not required to consummate any of the transactions contemplated by this Agreement; (e) there is are no material unfair labor strike, slowdown, stoppage practice complaints pending against Discovery or lockout actually pending any of its Subsidiaries before the National Labor Relations Board or threatened against a Conveyed Entity any other Governmental Authority or any material current union representation questions involving employees of Discovery or any of its Subsidiaries; (iif) no union represents Discovery and each of its Subsidiaries is currently in compliance in all material respects with all applicable Laws relating to the employment of labor, including those related to wages, social security, hours, collective bargaining and the payment and withholding of taxes, social security, and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of a Conveyed Entity Discovery in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (g) Discovery and each of its Subsidiaries has properly classified for Tax purposes, and for the purpose of determining eligibility to participate in any Plan, all employees, leased employees, independent contractors and consultants providing services to the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (h) there is no claim with respect to payment of wages, salary or overtime pay that has been asserted and is now pending or, to the knowledge of Discovery, threatened before any Governmental Authority with respect to any persons currently or formerly employed by Discovery or any of its Subsidiaries in connection with the operation of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries; (iiii) neither a Conveyed Entity Discovery 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 bound by any collective bargaining or similar agreement with any labor organizationemployment practices; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (vj) there is no unfair labor practice material charge or complaint material proceeding with respect to a violation of any occupational safety or health standard that has been asserted against or is now pending or, to the knowledge of Discovery, threatened with respect to Discovery or any Conveyed Entity of its Subsidiaries; and (k) there is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted and is now pending or, to the knowledge of Discovery, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which Discovery or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board has employed or currently employs any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct person in connection with the employment relationship, which, if adversely determined against any Conveyed Entity operation of the FoundryCo Assets or any of its the Transferred FoundryCo Subsidiaries, would have a Material Adverse Effect.

Labor Matters. As of the date hereof, the Parent Companies are in material compliance with all applicable Law and Orders governing labor or employment. (a) Except as set forth on Schedule 4.18, as Part 4.13 of the date hereofParent Disclosure Schedule, no Parent Company nor, to the Knowledge of Parent, any Parent Management Company, is party to any collective bargaining agreement or similar labor agreement (excluding personal services contracts). Except as set forth on Part 4.13 of the Shareholders Parent Disclosure Schedule, the employees of the Parent Companies currently are not represented by a labor union or works council and the Conveyed Entities, (i) there is not, to the Knowledge of Parent, any attempt to organize any employees of the Parent Companies (including any written demand for recognition or certification by any labor organization or group of employees of any Parent Company). Except as set forth on Part 4.13 of the Parent Disclosure Schedule, to the Knowledge of Parent, no employee, independent contractor, consultant, temporary employee, leased employee or other service provider of any Parent Management Company (each, a “Parent Management Company Employee”) is currently represented by a labor union or works council and there is not any attempt to organize any Parent Management Company Employee (including any written demand for recognition or certification by any labor organization or group of Parent Management Company Employees). There are no representation or certification proceedings or petitions seeking a representation proceeding presently filed with the National Labor Relations Board or any other labor relations tribunal or authority in respect of any employees of the Parent Companies or, to the Knowledge of Parent, in respect of any Parent Management Company Employees; to the Knowledge of Parent, no such representation or certification proceeding or petition seeking a representation proceeding is threatened in writing to be brought or filed. To the Knowledge of Parent, no strike, slowdown, picketing, work stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents other material labor dispute by the employees of a Conveyed Entity the Parent Companies or any of its Subsidiaries; by the Parent Management Company Employees has materially affected the Parent Companies or the Parent Management Companies or is being threatened in writing. (iiib) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound No Legal Proceeding by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each employee of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, the Parent Companies for unpaid wages, hours of work and occupational safety and healthbonuses, and commissions, employment withholding Taxes, penalties, unpaid overtime, child labor or record keeping violations is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of Parent, is threatened under the Shareholders and FLSA, the Conveyed Entities▇▇▇▇▇ ▇▇▇▇▇ Act, threatened before the National Labor Relations Board ▇▇▇▇▇ ▇▇▇▇▇▇ Act or any similar state or foreign agencythe Service Contract Act, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for Law. No discrimination, harassment and/or retaliation Legal Proceeding by any employee of the prevention Parent Companies, is pending or, to the Knowledge of unlawful employment practicesParent, which, if adversely determined is threatened against any Conveyed Entity the Parent Companies or any Subsidiaries thereofemployee, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof officer or trustee of the intent Parent Companies in their capacity as such, under the 1964 Civil Rights Acts, the Equal Pay Act, the ADEA, the ADA, the FMLA, the FLSA, ERISA or any other applicable Law or comparable state fair employment practices act. To the Knowledge of Parent, no wrongful discharge, retaliation, libel, slander or other Legal Proceeding by any employee of the Parent Companies that arises out of the employment relationship between the Parent Companies and their respective employees is pending or, to the Knowledge of Parent, is threatened against the Parent Companies under any applicable Law. (c) To the Knowledge of Parent, no employee of the Parent Companies is in violation of any federalmaterial term of any non-disclosure agreement, state, local non-competition agreement or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation any other restrictive covenant agreement with respect to or a former employer relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf the right of any present such employee to be employed by the Parent Companies because of the nature of the business conducted by the Parent Companies or former employee to the use of a Conveyed Entity trade secrets or proprietary information of others. (d) Within the past two (2) years, none of the Parent Companies has implemented any plant closing or layoff of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or employees that (in either case) required notification under the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectWARN Act.

Labor Matters. Except as set forth on Schedule 4.18, as (a) None of the date hereofemployees of MLP or any of its Subsidiaries is represented in his or her capacity as an employee of MLP or any Subsidiary by any labor organization. Neither MLP nor any Subsidiary has recognized any labor organization, nor has any labor organization been elected as the collective bargaining agent of any employees of MLP or any of its Subsidiaries, nor has MLP or any Subsidiary entered into any collective bargaining agreement or union contract recognizing any labor organization as the bargaining agent of any employees of MLP or any of its Subsidiaries. (b) Except for such matters which would not have, individually or in the aggregate, an MLP Material Adverse Effect, neither MLP nor any of its Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of MLP or any of its Subsidiaries with respect to such matters and, to the Knowledge of MLP, no such investigation is in progress. Except for such matters which would not have, individually or in the Shareholders and the Conveyed Entitiesaggregate, an MLP Material Adverse Effect, (i) there is are no labor strike, slowdown, stoppage (and have not been during the two-year period preceding the date of this Agreement) strikes or lockout actually pending or threatened against a Conveyed Entity lockouts with respect to any employees of MLP or any of its Subsidiaries; , (ii) to the Knowledge of MLP, there is no (and has not been during the two-year period preceding the date of this Agreement) union represents the employees of a Conveyed Entity organizing effort pending or threatened against MLP or any of its Subsidiaries; , (iii) neither a Conveyed Entity there is no (and has not been during the two-year period preceding the date of this Agreement) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the Knowledge of MLP, threatened against MLP or any of its Subsidiaries and (iv) there is no (and has not been during the two-year period preceding the date of this Agreement) slowdown, or work stoppage in effect or, to the Knowledge of MLP, threatened with respect to any employees of MLP or any of its Subsidiaries. Neither MLP nor any of its Subsidiaries is has any liabilities under the Worker Adjustment and Retraining Act of 1988 (the “WARN Act”) as a party to result of any action taken by MLP that would have, individually or bound by any collective bargaining in the aggregate, an MLP Material Adverse Effect. Except for such non-compliance which would not have, individually or similar agreement with any labor organization; (iv) each Conveyed Entity in the aggregate, an MLP Material Adverse Effect, MLP and each of its Subsidiaries is, and during the two year period preceding the date of this Agreement has at all times been, in compliance, in all material respects, compliance with all applicable Laws respecting in respect of employment and employment practices, terms and conditions of employment, wages, wages and hours of work and occupational safety and health, and is not engaged in any unfair labor practices health (including classifications of service providers as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectemployees and/or independent contractors).

Labor Matters. (a) The Company employs employees, some of which are covered by the Steelworkers Agreement. Except as set forth on Schedule 4.18, as of for the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, Steelworkers Union: (i) there is no labor strike, slowdown, stoppage the Company has not agreed to recognize any union or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiariesother collective bargaining representative; and (ii) no union represents or other collective bargaining representative has been certified as the employees exclusive bargaining representative of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any the Company’s employees. None of its Subsidiaries is a party to or bound the Company’s employees are covered by any collective bargaining agreement, other than the Steelworkers Agreement. The Steelworkers Agreement has been duly ratified, certified and approved by the parties having authority to ratify, certify or similar agreement with any labor organization; approve it. (ivb) each Conveyed Entity and each None of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries following are pending or, to the Knowledge knowledge of Seller, threatened against or affecting the Company or the Refinery: (i) labor strikes, slowdowns, lockouts, representation or certification campaigns, or work stoppages with respect to the Company’s employees or any of the Shareholders and Seller’s employees who provide exclusive or shared services to the Conveyed EntitiesCompany (the “Associated Employees”); (ii) material claims, threatened grievances or arbitration proceedings, written decisions, letter agreements or settlement agreements arising out of collective bargaining agreements, including the Steelworkers Agreement, to which any of the Company, Seller or Affiliates of Seller is a party; (iii) unfair labor practices or unfair labor practice charges or complaints before the National Labor Relations Board or any similar state other Governmental Authority responsible for regulating labor relations; or (iv) charges, complaints or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending proceedings before the Equal Employment Opportunity Commission Commission, Department of Labor or any other agency Governmental Authority responsible for the prevention of unlawful regulating employment practices. (c) Since the Cutoff Date, whichthere have not been any plant closings, if adversely determined against any Conveyed Entity mass layoffs or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof other terminations of the intent Company’s employees or of the Associated Employees that would create any federal, state, local or foreign agency responsible liabilities for the enforcement of labor Company under the Worker Adjustment and Retraining Notification Act or employment Laws similar Laws. (d) The Company does not sponsor, maintain or contribute to conduct an investigation or have or could reasonably be expected, directly or indirectly, to have any actual or contingent liability with respect to, nor does it have any legal or equitable obligation to establish, maintain or relating contribute to any Conveyed Entity compensation or any of its Subsidiaries and no such investigation is in progress; and benefit plan, agreement, program or policy (ixwhether written or oral, formal or informal) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf for the benefit of any present or former directors, officers, employees, agents, consultants or other similar representatives, including, but not limited to, any “employee benefit plan” as defined in Section 3(3) of a Conveyed Entity or ERISA (any of its Subsidiaries alleging breach the foregoing arrangements for the benefit of any express such persons are hereinafter collectively referred to as “Plans”). All Plans in which Associated Employees participate are sponsored or implied contract maintained by Seller or employment, any Law governing employment or an Affiliate (other than the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectCompany).

Labor Matters. Except as set forth on Schedule 4.18, as (a) Section 3.16(a) of the date hereof, Company Disclosure Letter lists the collective bargaining agreements or contracts and other material agreements with labor unions and labor organizations to which the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity Company or any of its Subsidiaries; (ii) no union represents Company Subsidiary is party or otherwise bound. Other than such listed agreements and contracts, neither the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Company nor any of its Subsidiaries Company Subsidiary is a party to or bound by any collective bargaining agreement covering any of their employees or similar agreement other legal commitment with any labor organization; (iv) each Conveyed Entity and each trade union or employee organization or group in respect of its Subsidiaries isor affecting employees, and has at all times beenno other agreement or contract is presently being negotiated, in complianceand, in all material respectsto the knowledge of the Company, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against representation campaign respecting any Conveyed Entity of the employees of the Company or any of its Subsidiaries the Company Subsidiaries. As of the date of this Agreement, there is no pending or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesCompany, threatened before labor strike, dispute, boycott, picketing, walkout, work stoppage, slow-down or lockout involving the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity Company or any of its the Company Subsidiaries. Since January 1, 2008, neither the Company nor any Company Subsidiary has taken any action that would have constitute a Material Adverse Effect; “mass layoff” or a “plant closing” under the WARN Act. (vib) there Except to the extent that the consummation of the Offer on the express terms set forth in this Agreement and the payment of the amounts and benefits contemplated by such Employee Plan would not result in a violation of Rule 14d-10(a) under the Exchange Act, the Compensation Committee of the Board of Directors (the “Compensation Committee”) has (i) approved each Employee Plan pursuant to which consideration is no material grievance arising out of payable to any collective bargaining agreement officer, director or employee (each, a “Compensation Arrangement”) as an “employment compensation, severance or other grievance procedure pending before any Governmental Authority; employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, and (viiii) no material charges taken all other actions necessary or advisable to satisfy the requirements of the non-exclusive safe harbor with respect to or relating to any Conveyed Entity or any such Compensation Arrangement in accordance with Rule 14d-10(d)(2) under the Exchange Act. The Board of its Subsidiaries are pending before Directors has determined that the Equal Employment Opportunity Commission or any other agency responsible for the prevention Compensation Committee is composed solely of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is “independent directors” in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection accordance with the employment relationship, which, if adversely determined against any Conveyed Entity or any requirements of its Subsidiaries, would have a Material Adverse EffectRule 14d-10(d)(2) under the Exchange Act and the instructions thereto.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (ia) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity Borrower and each of its Subsidiaries is, and has at all times been, is in compliance, in all material respects, compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work employment and occupational safety wages and healthhours, and none of such Persons is not engaged in any unfair unlawful labor or employment practice nor has received any notice of a complaint, charge or allegation to the contrary, except for such practices and instances of non-compliance as defined could not reasonably be expected to have, individually or in the National Labor Relations Act or other applicable Lawaggregate, ordinance or regulation; (v) there a Material Adverse Effect. There is no unfair labor practice charge strike, dispute, slowdown or complaint asserted against any Conveyed Entity or any of its Subsidiaries work stoppage pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesBorrower's best knowledge after due inquiry, threatened before the National Labor Relations Board against or any similar state or foreign agency, which if adversely determined against any Conveyed Entity affecting Borrower or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no . No material grievance or arbitration proceeding arising out of or under any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity which Borrower or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission Subsidiary is a party or any other agency responsible for the prevention of unlawful employment practicessubject is pending. To Borrower's best knowledge after due inquiry, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity Borrower or any Subsidiary has any rightful claim for wrongful discharge against any of such Persons. (b) During the five year period ending on the Closing Date, no present or (to the best knowledge of Borrower and its Subsidiaries alleging after due inquiry) former employee or independent contractor of Borrower or any Subsidiary has any pending or threatened material claim against them for (A) overtime pay, other than overtime pay for the current period; (B) wages, salaries or profit sharing (excluding wages, salaries or profit sharing for the current payroll period); (C) vacations, time off or pay in lieu of vacation or time off, other than vacation or time off (or pay in lieu thereof) earned in respect of the employer's current fiscal year; (D) any violation of any statute, ordinance, contract or regulation relating to minimum wages or maximum hours of work; (E) discrimination against employees on any basis; (F) unlawful or wrongful employment or termination practices; (G) unlawful retirement, termination or labor relations practices, breach of any contract or other claim arising under a collective bargaining agreement, individual, express or implied contract contract, or employmentpolicy, practice or procedure manual or statement; (H) any Law governing employment violation of occupational safety or the termination thereof or other discriminatoryhealth standards, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any violation of its Subsidiaries, would have a Material Adverse Effectthe Worker Adjustment Retraining and Notification Act ("WARN").

Labor Matters. Except as set forth on Schedule 4.183.16, as of the date hereofthere are no controversies pending or, to the Knowledge knowledge of the Shareholders and Company, threatened between the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity Company or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or Subsidiaries and any of their respective employees, which controversies are reasonably likely to have a material adverse effect on the Company and its Subsidiaries; (iii) neither Subsidiaries taken as a Conveyed Entity whole. Neither the Company nor any of its Subsidiaries is a party to involved in or bound by any collective bargaining or similar agreement threatened with any material labor organization; (iv) each Conveyed Entity dispute, grievance or litigation or investigation by a governmental agency relating to wages, labor, safety or discrimination matters involving any person employed by the Company or any of its Subsidiaries, including, without limitation, charges of unfair labor practices or discrimination complaints except for any such dispute, grievance, litigation or investigation that would not be reasonably likely to have a material adverse effect on the Company and each its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in within the meaning of the National Labor Relations Act or other applicable Lawsimilar such legislation of foreign jurisdictions in a manner that would be reasonably likely to have a material adverse effect on the Company and its Subsidiaries taken as a whole. Except as set forth in Schedule 3.16, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or neither the Company nor any of its Subsidiaries pending oris presently a party to, or bound by, any collective bargaining agreement or union contract with respect to any persons employed by the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity Company or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is and no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity is being negotiated by the Company or any of its Subsidiaries are pending before Subsidiaries. Neither the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity Company nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent any knowledge of any federalcurrent or pending strikes, stateslowdowns, local work stoppages or foreign agency responsible for the enforcement of labor lockouts, or employment Laws to conduct an investigation threats thereof, by or with respect to or relating to any Conveyed Entity or any employees of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity Company or any of its Subsidiaries, and there have been no such strikes, slowdowns, work stoppages or lockouts within the past three years. The Company and each of its Subsidiaries is in compliance in all material respects with all laws, regulations and orders relating to wages, the Occupational Safety and Health Act, workers' compensation and the Worker Adjustment and Retraining Notification Act or similar such legislation of foreign jurisdictions, except where the failure to be in compliance would not have a Material Adverse Effectmaterial adverse effect on the Company and its Subsidiaries taken as a whole.

Labor Matters. Except as (a) None of Seller, Seller Parent, the Company, Transferred Subsidiaries nor any of their respective Affiliates is a party to any agreement with respect to Company Service Providers with any labor union or any other employee organization, group or association organized for purposes of collective bargaining nor, to Seller’s Knowledge, has there been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Company Service Provider. During the past three (3) years there has been no strike, work stoppage, lockout or, to Seller’s Knowledge, threat thereof by or with respect to Company Service Providers. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required for Seller to enter into this Agreement or to consummate any of the transactions contemplated hereby. To Seller’s Knowledge, each Company Service Provider working in a country other than the one of which such employee is a national has a valid work permit or visa enabling him or her to work lawfully in the country in which such individual is employed. (b) No individual set forth on Schedule 4.184.16(b)(i) of Seller’s Disclosure Schedules has, as of the date hereof, communicated to the Knowledge persons listed on Schedule 4.16(b)(ii) of Seller’s Disclosure Schedules, his or her intent to resign or retire as a result of the Shareholders and transactions contemplated by this Agreement or otherwise within one year after the Conveyed Entities, Closing Date. (ic) there Each Company Employee is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not primarily engaged in any unfair labor practices providing services to the business of the Company or the Transferred Subsidiaries and except as defined in the National Labor Relations Act or set forth on Schedule 4.16(c)(i) of Seller’s Disclosure Schedules, there are no other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity service providers of Seller Parent or any of its Subsidiaries pending or, who are primarily engaged in providing services to the Knowledge business of the Shareholders Company or the Transferred Subsidiaries. Schedule 4.16(c)(ii) of Seller’s Disclosure Schedules sets forth, for each Company Employee, such employee’s name, employer, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and the Conveyed Entitiesexpected return date), threatened before the National Labor Relations Board base salary or any similar state or foreign agencywage rate, which if adversely determined against any Conveyed Entity or any most recent annual bonus and commissions received and current annual bonus and commission opportunities and outstanding equity awards (including grant date, number of its Subsidiariesshares, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, whichvesting schedule and, if adversely determined against any Conveyed Entity or any Subsidiaries thereofapplicable, would have exercise price and expiration date) (such schedule, the “Company Employee Schedule”). Five (5) days prior to the Closing Date, Seller will provide Purchaser with a Material Adverse Effect; (viiirevised version of Schedule 1.1(b) neither of Seller’s Disclosure Schedules, along with a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof revised version of the intent Company Employee Schedule, in each case, updated as of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectdate.

Labor Matters. Except as set forth on Schedule 4.18, as of Neither the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or similar agreement other Contract with any a labor union or labor organization; (iv) each Conveyed Entity and each . As of the date of this Agreement, neither the Company nor any of its Subsidiaries is, and has at all times been, in compliance, in all is the subject of any material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in proceeding that seeks to organize any unfair labor practices as defined in employees or to compel the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Company or any of its Subsidiaries to bargain with any labor union or labor organization nor is there pending or, to the Knowledge knowledge of the Shareholders Company, threatened, nor has there been for the past three years, any labor strike, dispute, walk-out, work stoppage, labor picketing, slow-down or lockout involving the Company or any of its Subsidiaries. To the knowledge of the Company, 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, Contracts or other agreements or understandings 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 (collectively, the “Company Labor Agreements”). The consummation of the Merger and the Conveyed Entitiesother transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the Company Labor Agreements. There is no charge pending or, to the knowledge of the Company, threatened before the National Labor Relations Board or any similar state other labor relations tribunal or foreign agency, which if adversely determined against any Conveyed Entity authority alleging unlawful discrimination in employment practices or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity unfair labor practice by the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if determined adversely determined against any Conveyed Entity to the Company or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would reasonably be likely to have a Company Material Adverse Effect. Except as would not reasonably be likely to have a Company Material Adverse Effect, each individual who is classified by the Company as an “employee” or as an “independent contractor” is properly so classified, and each Employee has been properly classified as an “exempt” or “non-exempt” employee under applicable Law.

Labor Matters. (a) Except as set forth on Schedule 4.18, as in Section 4.11(a) of the date hereofCompany Disclosure Schedule, to neither the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions or similar agreement with other organizations representing or, to the Company's knowledge, purporting to represent or attempting to represent any labor organization; (iv) each Conveyed Entity and each employees of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries isis now, and or within the last three years has at all times been, in compliancethe subject of any union organizing effort, in all material respectsstrike, with all applicable Laws respecting employment and employment practicesdispute, terms and conditions of employmentslowdown, wagespicketing, hours of work and occupational safety and healthstoppage, and is not engaged in any unfair concerted refusal to work overtime or similar labor practices as defined in activity; nor, to the National Labor Relations Act or other applicable LawCompany's knowledge, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity has the Company or any of its Subsidiaries pending orbeen threatened with any such labor activity within the last three years. (b) Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, no labor union has been certified by the National Labor Relations Board or any state labor board as bargaining agent for any employees of the Company or any of its Subsidiaries and, to the Knowledge Company's knowledge, none of the Shareholders and employees of the Conveyed Entities, threatened Company or any of its Subsidiaries is the subject of a representation petition before the National Labor Relations Board or any similar state labor board. (c) There are no unfair labor practice charges or foreign agencycomplaints pending before the National Labor Relations Board or, which if adversely determined to the Company's knowledge, otherwise threatened in writing against the Company. To the Company's knowledge, neither the Company nor any Conveyed Entity of its Subsidiaries is engaged in any unfair labor practices. Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, there is no labor or employment dispute involving either the Company or any of its Subsidiaries that is currently subject to any grievance procedure, arbitration or litigation, which, individually or in the aggregate, has had or and would reasonably be likely to have a Material Adverse Effect. (d) Except as set forth in Section 4.11(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has effectuated a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries, would have and there has not occurred a Material Adverse Effect; "mass layoff" (vias defined in the WARN Act) there is no material grievance arising out affecting any site of any collective bargaining agreement employment or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity facility of the Company or any of its Subsidiaries are pending before within the Equal Employment Opportunity Commission or any other agency responsible for last three (3) years. Neither the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity Company nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of is presently planning to effectuate any federal, state, local such "plant closing" or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect"mass layoff."

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (ia) there Seller is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is not a party to or bound by any collective bargaining or similar labor agreement with respect to its employees with any labor organization; , group or association. (ivb) each Conveyed Entity and each To the best of Seller's knowledge after due inquiry, Seller has not experienced any attempt by organized labor or its Subsidiaries is, and has at all times been, Representatives to make Seller 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 Seller. (c) Seller is in compliance, in all material respects, substantial compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours. (d) To the best of Seller's knowledge after due inquiry, wages, hours of work and occupational safety and health, and is Seller has not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) practice and there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Seller pending or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any other governmental agency arising out of Seller's activities, and Seller has no knowledge of any facts or information which would give rise thereto. (e) There is no labor strike or labor disturbance pending or, to the best of Seller's knowledge, threatened against Seller nor is any grievance currently being asserted. (f) Seller has not experienced a work stoppage or other labor difficulty. (g) Since the enactment of the Worker Adjustment and Retraining Notification Act (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 site of employment or Facility of the Business; or (ii) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or one or more Facilities or operating units within any site of employment or Facility of the Business. 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 foreign agency, which if adversely determined against any Conveyed Entity or any local law. No employees of its Subsidiaries, would the Business have a Material Adverse Effect; suffered an "employment loss" (vias defined in the WARN Act) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect within six months prior to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effecthereof.

Labor Matters. (a) Except as set forth on in Schedule 4.183.15, as (A) none of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries Acquired Companies is a party to any labor or bound by any collective bargaining or similar agreement with and no employees of the Acquired Companies are represented by any labor organization; (ivB) each Conveyed Entity and each of its Subsidiaries iswithin the preceding three years, and has at all times beenthere have been no representation or certification proceedings, in complianceor petitions seeking a representation proceeding, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesHealthAxis, threatened before in writing to be brought or filed with the National Labor Relations Board or any similar state other labor relations tribunal or foreign agencyauthority; and (C) within the preceding three years, which if adversely determined against any Conveyed Entity or any to the knowledge of its SubsidiariesHealthAxis, would there have a Material Adverse Effect; (vi) there is been no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges organizing activities involving the Acquired Companies with respect to or relating to any Conveyed Entity or any group of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof employees of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and Acquired Companies. (ixb) there There are no complaintsstrikes, lawsuits work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other proceedings material labor disputes pending or threatened in any forum writing against or involving the Acquired Companies. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of HealthAxis, threatened in writing by or on behalf of any present employee or former employee group of employees of the Acquired Companies. Each of the Acquired Companies relations with its employees are currently on a Conveyed Entity or good and normal basis. (c) Each of the Acquired Companies is in compliance with all laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, Worker Adjustment Retraining and Notification Act of 1988, as amended ("WARN Act"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax, except where non-compliance would not have a material adverse effect on the Acquired Companies taken as a whole. (d) Except as set forth in Schedule 3.15 and except for any limitation of general application which may be imposed under applicable employment laws, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its Subsidiaries alleging breach independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than for severance pay in accordance with any severance pay policy of any express or implied contract or employmentof the Acquired Companies disclosed to HAI. (e) Except as set forth in Schedule 3.15, any Law governing employment or the termination thereof or other discriminatorysince January 1, wrongful or tortious conduct in connection with the employment relationship1998, which, if adversely determined against any Conveyed Entity or no employee of any of its Subsidiaries, would have a Material Adverse Effectthe Acquired Companies having an annual salary of $100,000 or more has indicated an intention to terminate or has terminated his or her employment with such company.

Labor Matters. Except as set forth on Schedule 4.18, as Neither the Company nor any of the date hereofSubsidiaries is engaged in any unfair labor practice; except for matters which would not, individually or in the aggregate, be reasonably expected to the Knowledge of the Shareholders and the Conveyed Entitieshave a Material Adverse Effect, (i) there is (A) no unfair labor strikepractice complaint pending or, slowdownto the Company’s knowledge, stoppage or lockout actually pending or threatened against a Conveyed Entity the Company or any of its the Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to the Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s knowledge, threatened against the Company or any of the Subsidiaries and (C) no union representation dispute currently existing concerning the employees of the Company or any of the Subsidiaries; (ii) to the Company’s knowledge, no union represents organizing activities are currently taking place concerning the employees of a Conveyed Entity the Company or any of its the Subsidiaries; and (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and there has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is been no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent violation of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or law relating to discrimination in the hiring, promotion or pay of employees, any Conveyed Entity applicable wage or hour laws, any provision of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), or the WARN Act’s state, foreign or local equivalent, or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”), or the rules and regulations promulgated thereunder concerning the employees of the Company or any of its Subsidiaries the Subsidiaries; the Company and no such investigation each Subsidiary is in progress; and (ix) there are no complaintscompliance with all presently applicable provisions of ERISA, lawsuits or other proceedings pending or threatened except where such non-compliance would not be reasonably expected to result in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have 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 Company or any Subsidiary contributes or which the Company or any Subsidiary maintains; the Company and each Subsidiary has not incurred and does not expect to incur liability under (x) Title IV of ERISA 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 Company or any 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. Except as set forth on Schedule 4.18, as in Section 3.16 of the date hereof, to the Knowledge Disclosure Schedule: (a) Each of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries MGM Acquired Entities is, and has at all times been, in compliance, in all material respects, compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act NLRA or other applicable Law, ordinance except where the failure to comply or regulation; any such labor practice would not reasonably be expected to have a Material Adverse Effect. (vb) there There is no labor strike, dispute, slowdown, stoppage or lockout pending or threatened against or affecting any of the MGM Acquired Entities, and since January 1, 2000 there has not been any such action. (c) No union represents the employees of any of the MGM Acquired Entities. (d) None of the MGM Acquired Entities is a party to or bound by any collective bargaining or similar agreement with any labor organization, or work rules or practices agreed to with any labor organization or employee association applicable to employees of any of the MGM Acquired Entities. (e) None of the employees of the MGM Acquired Entities is represented by any labor organization in their capacities as employees of the MGM Acquired Entities, there are no current union organizing activities among the employees of the MGM Acquired Entities, nor does any question concerning representation exist concerning such employees. (f) The MGM Parties have delivered or made available to Purchaser a complete, accurate and current copy of all written personnel policies, rules or procedures applicable to employees of the MGM Acquired Entities. (g) None of the MGM Acquired Entities has received notice of any unfair labor practice charge or complaint asserted against any Conveyed Entity it pending or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board NLRB or any similar state or foreign agency, which if adversely determined against other Governmental Entity. (h) None of the MGM Acquired Entities has received notice of any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before against it. (i) None of the MGM Acquired Entities has received notice of any Governmental Authority; (vii) no material charges charge or complaint with respect to or relating to any Conveyed Entity or any of its Subsidiaries are it pending before the Equal Employment Opportunity Commission or any other agency Governmental Entity responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; . (viiij) neither a Conveyed Entity nor any None of its Subsidiaries the MGM Acquired Entities has received written notice, from June 30, 1996 through the date hereof notice of the intent of any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor labor, employment, wages and hours of work, or employment occupational safety and health Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries it and no such investigation is in progress; and . (ixk) there are no complaintsNone of the MGM Acquired Entities has received notice of any complaint, lawsuits lawsuit or other proceedings proceeding pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity such entities, any applicant for employment or any classes of its Subsidiaries the foregoing alleging breach of any express or implied contract or Contract of employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. Except as set forth on Schedule 4.18, as (a) NPCC has delivered to USAC a complete and correct list of names and positions of all of the date hereofemployees of NPCC or DCLIC and their current hourly wages or monthly salaries and other compensation. (b) Neither NPCC nor DCLIC has received written notice during the past two years of the intent of any Governmental Entity responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of or affecting NPCC or DCLIC and, to the Knowledge of NPCC, no such investigation is in progress. (c) There have not been during the Shareholders and two-year period preceding the Conveyed Entitiesdate of this Agreement any strikes, lockouts or other material labor disputes with respect to any employees of NPCC or DCLIC (i“Employees”). (d) there is no labor strikeThere has not been during the two-year period preceding the date of this Agreement any union organizing effort pending or, slowdownto the Knowledge of NPCC, stoppage or lockout actually pending or threatened against a Conveyed Entity NPCC or DCLIC. (e) There has not been during the two-year period preceding the date of this Agreement any unfair labor practice, labor dispute or labor arbitration proceeding pending or, to the Knowledge of its Subsidiaries; NPCC, threatened against NPCC or DCLIC. (iif) no union represents There has not been during the employees two-year period preceding the date of a Conveyed Entity this Agreement any slowdown or any work stoppage in effect or, to the Knowledge of its Subsidiaries; NPCC, threatened with respect to Employees. (iiig) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity NPCC and each of its Subsidiaries is, and has at all times been, DCLIC are in compliance, in all material respects, compliance with all applicable Laws respecting employment and employment practices, including terms and conditions of employment, wageswages and hours, hours of work and unfair labor practices discriminatory employment practices, collective bargaining, occupational safety and health, and is immigration except for such matters which would not engaged in any unfair labor practices as defined reasonably be expected to have, individually or in the National Labor Relations aggregate a NPCC Material Adverse Effect. (h) Neither NPCC nor DCLIC has any liabilities under the Worker Adjustment and Retraining Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before regulations promulgated thereunder (the National Labor Relations Board “WARN Act”) or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have local law as a Material Adverse Effect; (vi) there is no material grievance arising out result of any collective bargaining agreement action taken by NPCC that would reasonably be expected to have, individually or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before in the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesaggregate, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a NPCC Material Adverse Effect. (i) As of the date of this Agreement, neither NPCC nor DCLIC is obligated to recognize or bargain with any labor union or organization, and is not a party to or negotiating any collective bargaining agreements. (j) There are no agreements, labor practices, policies or procedures, or other representations, whether written or oral, that have been made by NPCC or DCLIC to any of their employees that commit USAC or ANDC to retain them as employees for any period of time subsequent to the Closing. Neither NPCC nor DCLIC is a party to any agreements or arrangements or subject to any requirements that are, in any manner, inconsistent with employees of NPCC or DCLIC becoming at-will employees of USAC or ANDC or that will, in any manner, restrict USAC or ANDC from relocating, consolidating, merging or closing, in whole or in part, any portions of the business or operations of NPCC or DCLIC, subject to requirements imposed by applicable Law.

Labor Matters. (a) Except as set forth on in Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, 4.20: (i) there IChance is no labor strikenot a party to any outstanding employment agreements or contracts with officers or employees that are not terminable at will, slowdown, stoppage or lockout actually pending that provide for the payment of any bonus or threatened against a Conveyed Entity or any of its Subsidiariescommission; (ii) no union represents the IChance is not 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 a Conveyed Entity or any of its Subsidiaries(other than as required by law); (iii) neither a Conveyed Entity nor any of its Subsidiaries IChance is not a party to or bound by any collective bargaining agreement or similar agreement other labor union contract applicable to persons employed by IChance nor does IChance know of any activities or proceedings of any labor union to organize any such employees. IChance has not breached or otherwise failed to comply with any provisions of any employment or labor organization; (iv) each Conveyed Entity and each of its Subsidiaries isagreement, and has at all times been, there are no grievances outstanding thereunder. (b) Except as set forth in compliance, Schedule 4.20: (i) IChance is in compliance in all material respects, respects with all applicable Laws respecting laws relating to employment and employment practices, wages, hours, and terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (vii) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect("NLRB"); (viiii) there is no labor strike, material grievance arising out of slowdown or material work stoppage or lockout actually pending or, to IChance's best knowledge, threatened against or affecting IChance, and IChance has not experienced any collective bargaining agreement strike, material slow down or material work stoppage, lockout or other grievance procedure collective labor action by or written respect to employees of IChance since June 30, 2002; (iv) there is no representation claim or petition pending before any Governmental Authoritythe NLRB and no question concerning representation exists relating to the employees of IChance; (viiv) there are no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are IChance pending before the Equal Employment Opportunity Commission or any other state, local or foreign agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viiivi) neither a Conveyed Entity nor any of its Subsidiaries IChance has received written notice, no formal notice from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws of an intention to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries IChance and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. Except as set forth on Schedule 4.18, as (a) As of the date hereof, none of the Acquired Companies is a party to any collective bargaining agreement or other labor union contract applicable to its employees, and there are no labor union or works councils representing an of its employees and, to the Knowledge of the Shareholders and Company, no labor union or works council is attempting to organize any such employees for the Conveyed Entitiespurpose of representation. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) there is no labor striketo the Knowledge of the Company, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against pending before any Conveyed Entity applicable Governmental Body relating to Acquired Companies or any of its Subsidiaries employee thereof; (ii) there is no labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of the Shareholders and Company, threatened against or affecting the Conveyed EntitiesAcquired Companies; (iii) there is no representation petition or proceeding pending or, to the Knowledge of the Company, threatened before any applicable Governmental Body relating to the National Labor Relations Board employees of any Acquired Company; (iv) the Acquired Companies are in material compliance with all Legal Requirements relating to employment or labor, relating to the terms and conditions of current and former employees and other labor-related matters, including all Legal Requirements relating to discrimination, fair labor standards and occupational health and safety, or wrongful discharge (“Employment Laws”) and (v) to the Knowledge of the Company, as of the date hereof, no investigation by any Governmental Body responsible for the enforcement of Employment Laws is in progress and none of the Acquired Companies has received written notice from any Governmental Body responsible for the enforcement of Employment Laws of an intention to conduct an investigation of any Acquired Company following the date hereof. (b) Since January 1, 2014, there has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) or any similar state or foreign agencylocal “plant closing” law, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present current or former employee employees of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employmentAcquired Companies, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct than in connection compliance with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectWARN Act.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Neither Acquiror nor any of its Subsidiaries is a party to or is bound by or is currently negotiating any collective bargaining agreement, contract or similar other agreement or understanding with a labor union or labor organization. Neither Acquiror nor any of its Subsidiaries is the subject of a proceeding asserting that it or any such Subsidiary has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel Acquiror or any such Subsidiary to bargain with any labor organization; (iv) each Conveyed Entity organization as to wages or conditions of employment, nor, to Acquiror’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 Acquiror’s knowledge, threatened. No material action, suit, complaint, charge, arbitration, inquiry, proceeding or, to Acquiror’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 Acquiror or any of its Subsidiaries’ employees is pending or, to the best knowledge of Acquiror, threatened which could be reasonably expected to have a Material Adverse Effect on Acquiror as a whole. To the knowledge of Acquiror, it and each of its Subsidiaries is, and has at all times been, is in compliance, in all material respects, compliance with all applicable Laws respecting employment laws, agreements, contracts, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, wagesand each individual who is treated by Acquiror or its Subsidiaries as an exempt employee under any federal or state law, hours or as an independent contractor, is properly so treated under applicable law. As of work and occupational safety and healththe date hereof, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or neither Acquiror nor any of its Subsidiaries pending orhave 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 under the Knowledge of the Shareholders Worker Adjustment and the Conveyed Entities, threatened before the National Labor Relations Board Retraining Notification Act or any similar state or foreign agency, which if adversely determined against any Conveyed Entity local law or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectregulation.

Labor Matters. Except as set forth on Schedule 4.18, as of Neither the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining or similar agreement with any a labor union or labor organization; (iv) each Conveyed Entity and each , nor are there any employees of the Company or any of its Subsidiaries isrepresented by a labor union, representative body, works council, or other labor organization, and there are, to the Knowledge of the Company, no activities or proceedings of any labor union, representative body, works council, or other organization to organize any employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any such union or representative body. Since the Applicable Date, neither the Company nor any of its Subsidiaries is the subject of any material proceeding asserting that the Company or any of its Subsidiaries has at committed an unfair labor practice and there is no pending or, to the Knowledge of the Company, threatened, nor has there been since the Applicable Date, any labor strike, boycott, dispute, walk-out, work stoppage, slow-down, lockout or any other similar event involving the Company or any of its Subsidiaries. Set forth in Section 5.1(m) of the Company Disclosure Schedule is a listing of all times been, of the arbitration decisions since the Applicable Date affecting the employees subject to the collective bargaining agreement detailed in compliance, Section 5.1(m) of the Company Disclosure Schedule. The Company has complied in all material respects, respects with all applicable Laws respecting laws with respect to employment and employment practices, terms and conditions of employment, wages, wages and hours of work and occupational safety health and health, and is not engaged in any unfair labor practices as defined in safety. Neither the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or Company nor any of its Subsidiaries pending or, to has any liability under the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board WARN Act or any other similar state Law requiring advance notification for the termination of employees. There have been no "mass layoff(s)" or foreign agency, which if adversely determined against any Conveyed Entity "plant closing(s)" as defined by the WARN Act or any other similar Law requiring advance notification for the termination of its Subsidiaries, would have a Material Adverse Effect; employees during the prior twenty-four (vi24) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity months. All employees working for the Company or any of its Subsidiaries are pending before listed in Section 5.1(m) of the Equal Employment Opportunity Commission Disclosure Schedule, which includes for each employee his or any other agency responsible for her (1) name, (2) job title, (3) salary, (4) location and (5) union status. Neither the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity Company nor any of its Subsidiaries has received written notice, from June 30, 1996 through assigned any employment contract or other employment agreement to which the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or Company and/or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectparty.

Labor Matters. Except as set forth on Schedule 4.18, as in Section 4.12 of the date hereofWeyerhaeuser Disclosure Letter: (a) There are no, to and during the Knowledge of the Shareholders and the Conveyed Entitiespast three years there have not been any, (i) there is no labor strikestrikes, slowdownlockouts, work stoppages, slowdowns, or any other concerted interference with normal operations, stoppage or lockout actually pending or pending, or, to the knowledge of Weyerhaeuser, threatened against a Conveyed Entity or affecting any Newco Employee, Newco Assets, Newco Canada Exchangeco Assets, Newco or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity Newco Subsidiary, except where such strikes, lockouts, work stoppages, slowdowns, or any other concerted interference with normal operations, stoppage or lockout, individually or in the aggregate, have not had and would not reasonably be expected to have a Newco Material Adverse Effect. (b) There are no formal or informal complaints, charges, claims or grievances against Weyerhaeuser or any Weyerhaeuser Subsidiary pending, or, to the knowledge of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party Weyerhaeuser, threatened to be brought or bound by any collective bargaining or similar agreement filed with any labor organization; Governmental Entity, arbitrator or court based on or arising out of the employment by Weyerhaeuser or any Weyerhaeuser Subsidiary of any Newco Employee. (ivc) each Conveyed Entity Weyerhaeuser and each of its Subsidiaries is, and has at all times been, Weyerhaeuser Subsidiary is in compliance, in all material respects, compliance with all applicable Laws respecting laws, regulations, rules and orders of all Governmental Entities relating to the employment of the Newco Employees, including without limitation laws, regulations rules and employment practices, terms and conditions of employment, orders relating to wages, hours of work and occupational hours, collective bargaining, discrimination, civil rights, safety and health, worker notification requirements, immigration, workers’ compensation, layoffs and is not engaged the collection and payment of withholding Taxes and similar Taxes, except where the failure to be in any unfair labor practices as defined compliance, individually or in the National Labor Relations Act or other applicable Lawaggregate, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, has not had and would not reasonably be expected to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Newco Material Adverse Effect.

Labor Matters. (i) Except as set forth on Schedule 4.18Previously Disclosed, CVCY and its Subsidiaries are not a party to nor bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is CVCY or its Subsidiaries 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 CVCY or its Subsidiaries to bargain with any labor organization as to wages or conditions of employment, nor is there any strike or other labor dispute involving it pending or, to CVCY’s Knowledge, threatened, nor is CVCY or its Subsidiaries aware of any activity involving CVCY’s or its Subsidiaries’ employees seeking to certify a collective bargaining unit or engaging in other organizational activity. (ii) CVCY and its Subsidiaries have paid in full all wages, salaries, commissions, bonuses, benefits and other compensation due to its employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law. (iii) As of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entitiesthere are no actions, (i) there is no suits, proceedings, government investigations, or labor strikegrievances pending, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesCVCY, threatened before the National Labor Relations Board relating to any employment related matter involving any employee or any similar state applicant, including, but not limited to, charges of unlawful discrimination, retaliation or foreign agencyharassment, which if adversely determined against any Conveyed Entity failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations of law, except for any of its Subsidiariesthe foregoing which would not reasonably be expected to have, would have individually or in the aggregate, a Material Adverse Effect; . CVCY believes that its and its Subsidiaries’ relations with their respective employees are good. (iv) As of the date hereof, no executive officer (as defined in Rule 501(f) promulgated under the Securities Act) of CVCY has notified CVCY that such officer intends to leave CVCY or otherwise terminate such officer’s employment with CVCY. To the Knowledge of CVCY, no executive officer of CVCY is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and to the Knowledge of CVCY, the continued employment of each such executive officer does not subject CVCY to any liability with respect to any of the foregoing matters. (v) CVCY and its Subsidiaries are in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988, California Labor Code section 1400 et seq., and any other similar applicable Laws relating to facility closings and layoffs. (vi) there is no material grievance arising out All independent contractors of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of CVCY and its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesproperly classified under applicable state and federal law, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of and CVCY and its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation are in compliance with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectCalifornia Labor Code section 226.8.

Labor Matters. Except as set forth on Schedule 4.18, as (a) As of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entitiesthis Agreement, (i) there is no not any, and during the past 12 months there has not been any, labor strike, slowdown, work stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; with respect to the Customer Care Business, (ii) no union represents none of the employees of a Conveyed Entity or Selling Companies is engaged in any of its Subsidiaries; unlawful labor practice related to any Covered Employee, (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is are no unfair labor practice charge or complaint asserted charges against any Conveyed Entity or any of its Subsidiaries Selling Company pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the U.S. National Labor Relations Board or any similar foreign, state or foreign agencylocal agency related to any Covered Employee, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (viiv) there is are no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating proceedings related to any Conveyed Entity or any of its Subsidiaries are Covered Employee pending before the U.S. Equal Employment Opportunity Commission or the U.S. Department of Labor or any other similar foreign, state or local agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity practices or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any other laws protecting the rights of its Subsidiaries and no such investigation is in progress; and employees, (ixv) there are no complaints, lawsuits or other proceedings pending or threatened in any forum brought by or on behalf of any present or former employee Covered Employees against Seller relating to the employment of a Conveyed Entity such Covered Employees by Seller or any of its Subsidiaries alleging breach of pending before any express state, federal or implied contract or employment, any Law governing employment or foreign court and (vi) the termination thereof or other discriminatory, wrongful or tortious conduct Selling Companies are in connection compliance with all Applicable Laws relating to the employment relationshipof labor with respect to the individuals identified as Covered Employees as of the date of this Agreement, whichincluding those relating to wages, if adversely determined against hours, collective bargaining and classification of workers, except in the case of each of clauses (i), (ii), (iii), (iv), (v) and (vi) above, for any Conveyed Entity such action, conduct, practice, charge, proceeding or any of violation that is not, individually or in the aggregate, reasonably likely to result in a material liability to Purchaser and its Subsidiaries, would have taken as a Material Adverse Effectwhole. (b) Section 7.13(b) of the Seller Disclosure Letter contains a true and complete list of each material Employee Representative Agreement that, as of the date of this Agreement, is in effect and that covers any individual identified as a Covered Employee as of the date of this Agreement.

Labor Matters. Except as set forth on Schedule 4.18(a) The Company and the Subsidiaries are in compliance in all material respects with all Applicable Laws relating to employment and employment practices, as including those relating to hiring, wages, hours, leaves of the date hereofabsence, collective bargaining, unemployment compensation, workers’ compensation, equal employment opportunity, discrimination, retaliation, harassment, reasonable accommodation, whistleblowers, immigration compliance and control, occupational health and safety, employee classification, information privacy and security, data privacy, employee and payroll records, independent contractors, payment and withholding of Taxes, and continuation coverage with respect to group health plans (collectively, “Labor Laws”). Since January 1, 2013, no Governmental Authority nor any Person has initiated or sought to maintain or, to the Knowledge knowledge of the Shareholders and Company, threatened to initiate a Proceeding against the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity Company or any of its Subsidiaries; Subsidiaries (iii) no union represents to the employees of a Conveyed Entity effect that the Company or any of its Subsidiaries; Subsidiaries has misclassified employees or independent contractors, and the Company and its Subsidiaries have not misclassified, any Person as (iiiA) neither an independent contractor rather than as an employee or (B) an employee exempt from overtime regulations, or (ii) with respect to a Conveyed Entity material violation of Labor Laws. The Company and its Subsidiaries have paid or properly accrued all wages and other compensation due to all employees and independent contractor, including all overtime pay, vacations or paid time off (or vacation paid time off pay), holidays or holiday pay, sick days or sick pay, commissions, bonuses, and incentive compensation. Neither the Company nor any Subsidiary is liable for any payments to any Governmental Authority, other than Taxes and routine payments to be made in the ordinary course of business. All Persons who are performing services for the Company or any of its Subsidiaries are legally-authorized to work in the jurisdiction where such Persons perform work and the Company and its Subsidiaries maintain appropriate records documenting this authorization for all such Persons. (b) Neither the Company nor any of its Subsidiaries is a party to to, or otherwise bound by by, any collective bargaining agreement, contract or similar other agreement or understanding with a labor union, works council, employee representative or other labor organization (a “Labor Contract”). Neither the Company nor any of its Subsidiaries is subject to any charge, demand, petition or representation Proceeding seeking to compel, require or demand it to bargain with any labor organization; union, works council, employee representative or other labor organization (iva “Labor Union”) each Conveyed Entity and each nor is there pending or, to the knowledge of the Company, threatened, any labor strike, slowdown, stoppage, dispute or lockout involving the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in practice with respect to any Persons employed by or otherwise performing services primarily for the National Labor Relations Act Company or other applicable Lawany of its Subsidiaries, ordinance or regulation; (v) and there is no unfair labor practice charge complaint, grievance or complaint asserted other similar Proceeding against any Conveyed Entity the Company or any of its Subsidiaries initiated by or pending before any Governmental Authority or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesCompany, threatened before with respect to Persons employed by the National Labor Relations Board Company or any similar state of its Subsidiaries. No Labor Union represents or foreign agencypurports to represent any Person employed by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any legal duty to recognize, which if adversely determined negotiate or bargain with any Labor Union or employee or notify any Labor Union or employee in connection with the contemplated transaction. (c) The Company and its Subsidiaries are in compliance in all material respects with all Applicable Laws relating to worker health and safety. Since January 1, 2013, (i) no allegations of harassment, discrimination or retaliation have been made against any Conveyed Entity director or Executive Officer of the Company or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (viiii) no material charges allegations of harassment, discrimination or retaliation have been made against Persons engaged in the hiring or supervision of Persons employed by or seeking employment with respect to or relating to any Conveyed Entity the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission (whether as employees or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; independent contractors) and (viiiiii) neither a Conveyed Entity the Company nor any of its Subsidiaries has received written noticeentered into any material settlement agreement related to allegations of harassment, from June 30discrimination, 1996 through the date hereof retaliation or sexual misconduct by an employee, contractor, director, officer or other Representative of the intent Company or any of its Subsidiaries. (d) Since January 1, 2013, neither the Company nor any federalof its Subsidiaries has effectuated a plant closing, statea mass layoff, local mass redundancy or foreign agency responsible for termination on economic grounds, nor has the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity Company or any of its Subsidiaries and no such investigation is engaged in progress; and (ix) there are no complaints, lawsuits layoffs or other proceedings pending or threatened employment terminations sufficient in any forum by or on behalf number to trigger application of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectApplicable Law.

Labor Matters. Except as set forth on Schedule 4.18, as (a) With respect to the Business and except for such matters that would not have a Material Adverse Effect: (i) each of the date hereofCompany and the Subsidiaries is in compliance with all applicable Laws regarding employment and employment practices, (ii) there are no unfair labor practice charges or complaints against the Company or any of the Subsidiaries brought before the National Labor Relations Board nor is there any grievance or any arbitration proceeding arising out of or under collective bargaining agreements with respect to the Business nor, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller, is any such charge, complaint, grievance or proceeding threatened, (iiii) since August 1, 2007, there is has been no labor strike, slowdowndispute, slowdown or work stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller, threatened before against the National Labor Relations Board Company or any similar state the Subsidiaries, (iv) to the Knowledge of the Seller, since August 1, 2007, there has been no attempt by employees of the Company or foreign agency, which if adversely determined against any Conveyed Entity the Subsidiaries to unionize or collectively bargain with the Company or any of its the Subsidiaries, would have or to decertify any union with which the Company or any Subsidiary has a Material Adverse Effect; collective bargaining agreement, (viv) there is no material grievance arising out charge or complaint pending or, to the Knowledge of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity the Seller, threatened against the Company or any of its the Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency similar Governmental Authority responsible for the prevention of unlawful employment practices, whichand (vi) neither the Company nor any Subsidiary is delinquent in payments to any employees or former employees for any services or amounts required to be reimbursed or otherwise paid. Section 3.15(a) of the Disclosure Schedule is a true and accurate report, if adversely determined against in all material respects, of employee head count by market prepared by the Company and the Subsidiaries as of April 27, 2009. (b) The Company and the Subsidiaries are, and since August 1, 2007, have been, in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), and any Conveyed Entity similar foreign, state or local Law relating to plant closings and layoffs. (c) Neither the Company nor any Subsidiary is a party to any collective bargaining agreement or similar agreement with any labor organization or works council, or work rules or practices agreed to with any labor organization, works council or employee association applicable to employees of the Company or any Subsidiaries thereofSubsidiary, would have a Material Adverse Effect; (viiiother than those set forth in Section 3.15(c) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent Disclosure Schedule, true and complete copies of any federalwhich have heretofore been made available to the Purchaser. (d) The material personnel manuals and handbooks and material policies, state, local or foreign agency responsible for rules and procedures applicable to employees of the enforcement of labor or employment Laws Company have heretofore been made available to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectPurchaser.

Labor Matters. Except as set forth on Schedule 4.18, as (a) Section 8.14(a) of the date hereofDisclosure Schedule contains a list of the name, to location of employment, job title, continuous service date, and current annual compensation of (i) each individual employed by Seller at each of the Facilities and (ii) each other individual employed by Seller primarily in connection with the Business (who shall be so identified on Section 8.14(a) of the Disclosure Schedule). To the Knowledge of the Shareholders Seller, no such employee is a party to, or otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee and the Conveyed Entities, any other Person that in any way adversely affects or shall affect (i) there is no labor strikethe performance of his or her duties as an employee of the Seller or the Purchaser, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees ability of a Conveyed Entity the Purchaser to conduct the Business after the Closing, or any of its Subsidiaries; (iii) neither the ability of such individual to assign to the Purchaser any rights under any invention, improvement or discovery. The parties agree that Section 8.14(a) of the Disclosure Schedule shall be updated by Seller as of the Closing Date to reflect changes in the identities of employees required to be listed thereon that occur between the date of this Agreement and the Closing Date in the ordinary course of business and that such revised Section 8.14(a) of the Disclosure Schedule shall be delivered to Purchaser at the Closing. (b) Section 8.14(b) of the Disclosure Schedule contains a Conveyed Entity nor list of the collective bargaining agreements to which Seller is a party, relating to employees employed by Seller in connection with the Business and a list of all applications for certification of a collective bargaining agent for any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement the Seller's employees in connection with any labor organization; the Business. Except as disclosed in Section 8.14(b) of the Disclosure Schedule, throughout the previous three (iv3) each Conveyed Entity years, (a) there are and each of its Subsidiaries ishave been no strikes, and has at all times beenslowdowns, in compliancepicketings, in all material respectswork stoppages, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act lockouts or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries controversies pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller, threatened against or with respect to the Business and (b) there are and have been no grievances outstanding or unfair labor practice complaints pending before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any Seller in respect of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum employees employed by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct Seller in connection with the employment relationship, which, if adversely determined against Business under any Conveyed Entity such agreement or any of its Subsidiaries, would have a Material Adverse Effectcontract.

Labor Matters. Except as set forth on Schedule 4.18, as (a) As of the date hereof, to hereof neither the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or similar agreement with other labor union contract applicable to their employees and, to the Knowledge of the Company, no labor union is attempting to organize any labor organization; (iv) each Conveyed Entity and each such employees for the purpose of its Subsidiaries isrepresentation. Except as would not, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined individually or in the National Labor Relations Act or other applicable Lawaggregate, ordinance or regulation; be material to the Company and its Subsidiaries, taken as a whole: (vi) there is no unfair labor practice charge or complaint asserted against pending before any Conveyed applicable Governmental Entity relating to the Company or its Subsidiaries or any of its Subsidiaries employee thereof; (ii) there is no labor strike, slowdown or work stoppage or lockout pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesCompany, threatened before against or affecting the National Labor Relations Board Company or any similar state or foreign agencyits Subsidiaries, which if adversely determined against any Conveyed Entity or and neither the Company nor any of its SubsidiariesSubsidiaries has experienced any strike, would have a Material Adverse Effectslowdown or work stoppage, or lockout by or with respect to its employees; (viiii) there is no material grievance arising out representation petition or proceeding pending or, to the Knowledge of any collective bargaining agreement or other grievance procedure pending the Company, threatened before any applicable Governmental AuthorityEntity relating to the employees of the Company or its Subsidiaries; (viiiv) no material charges with respect to or relating to any Conveyed Entity or any of the Company and its Subsidiaries are pending before in material compliance with all Laws relating to employment or labor, relating to the Equal terms and conditions of employees, former or prospective employees and other labor-related matters, including all Laws relating to discrimination, fair labor standards and occupational health and safety, or wrongful discharge (“Employment Opportunity Commission or Laws”) and (v) no investigation by any other agency Governmental Entity responsible for the prevention enforcement of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) Employment Laws is in progress and neither a Conveyed Entity the Company nor any of its Subsidiaries has received written notice, notice from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency Governmental Entity responsible for the enforcement of labor or employment Employment Laws of an intention to conduct an investigation of the Company or its Subsidiaries following the date hereof. (b) Since January 1, 2014, there has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act of 1988 or any similar state or local “plant closing” law, with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present the current or former employee employees of a Conveyed Entity the Company or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. (a) Except as set forth on Schedule 4.18, as 3.17(a) with respect to Seller and Seller Parent’s ownership and conduct of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, Business: (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Seller or any of its Subsidiaries Seller Parent pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller, threatened against Seller or Seller Parent before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectother comparable Governmental Authority; and (viii) there is no material grievance arising out litigation, arbitration proceeding, governmental investigation, administrative charge, or action of any kind pending or, to the Knowledge of Seller, proposed or threatened against Seller or Seller Parent relating to employment or engagement, employment or engagement practices, terms and conditions of employment or engagement, wages and hours, or the safety and health of employees, independent contractors and consultants. (b) Seller and Seller Parent do not have any collective bargaining agreement relationship or other grievance procedure pending before existing duty to bargain with any Governmental Authority; (vii) labor organization, and Seller and Seller Parent have not recognized any labor organization as the collective bargaining representative of any of its employees, independent contractors or consultants. Except as set forth on Schedule 3.17(b), there are no material charges organizing activities of any type being conducted or threatened to be conducted by any labor organization with respect to or relating to any Conveyed Entity the Business Employees or any of its Subsidiaries are pending before Seller’s or Seller Parent’s other employees, as applicable, or at the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesFacility. (c) Since October 1, which2010, if adversely determined against any Conveyed Entity or any Subsidiaries thereofneither Seller, would have a Material Adverse Effect; (viii) neither a Conveyed Entity Seller Parent nor any of its Subsidiaries their respective Affiliates has received written noticeeffectuated: (i) 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 Seller, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity Seller Parent or any of its Subsidiaries and no their respective Affiliates; (ii) a “mass layoff” (as defined in the WARN Act); or (iii) such investigation is other transaction, layoff, reduction in progress; and (ix) there are no complaints, lawsuits force or other proceedings pending or threatened employment terminations sufficient in any forum by or on behalf number to trigger application of any present similar state or former employee of a Conveyed Entity local law. Seller and Seller Parent will comply with all applicable requirements, and will incur no Liability, under the WARN Act (or any of its Subsidiaries alleging breach of any express similar applicable state or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct local law) in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any termination of its Subsidiaries, would have a Material Adverse Effectthe Business Employees.

Labor Matters. (a) Except as set forth on Schedule 4.18for such matters that would not have, as individually or in the aggregate, a Parent Material Adverse Effect, neither the Parent nor any of the date hereofParent Subsidiaries has received written notice during the past two years of the intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation laws to conduct an investigation of the Parent or any of the Parent Subsidiaries and, to the Knowledge knowledge of the Shareholders and Parent, no such investigation is in progress. (b) Except for such matters that would not have, individually or in the Conveyed Entitiesaggregate, a Parent Material Adverse Effect, (i) there currently are no pending (and there have not been during the two year period preceding the date hereof) strikes or lockouts with respect to any employees of the Parent or any of the Parent Subsidiaries (the “Parent Employees”), (ii) to the knowledge of the Parent, there currently is no labor strike, slowdown, stoppage or lockout actually (and there has not been during the two year period preceding the date hereof) union organizing effort pending or threatened against a Conveyed Entity the Parent or any of its the Parent Subsidiaries; , (iiiii) there is no union represents (and there has not been during the employees two year period preceding the date hereof) unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of a Conveyed Entity the Parent, threatened against the Parent or any of its the Parent Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; , (iv) each Conveyed Entity there is no (and each there has not been during the two year period preceding the date hereof) slowdown or work stoppage in effect or, to the knowledge of its Subsidiaries isthe Parent, threatened with respect to Parent Employees, and has at all times been, (v) the Parent and the Parent Subsidiaries are in compliance, in all material respects, compliance with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, employment and wages and hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in practices. Neither the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or Parent nor any of its the Parent Subsidiaries pending or, to has any liabilities under the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board WARN Act or any similar state or foreign agency, which if adversely determined against local law as a result of any Conveyed Entity or action taken by the Parent (without regard to any of its Subsidiaries, actions taken by the Parent after the Closing) that would have individually or in the aggregate, a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Parent Material Adverse Effect. (c) Neither the Parent nor any of the Parent Subsidiaries is a party to any collective bargaining agreement. (d) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, all individuals that have been or that are classified by the Parent as independent contractors have been and are correctly so classified.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (ia) there Seller is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is not a party to or bound by by, and no Business Employee is covered by, any collective bargaining agreement or similar agreement other Contract with a labor union or like organization relating to the respective Business activities of Seller, and to Seller’s Knowledge, there are and since January 1, 2017 there have been no activities or proceedings by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any Business Employees or decertify any labor organization; . (ivb) each Conveyed Entity and each of its Subsidiaries There is, and since January 1, 2017 there has at all times been, no strike, lockout, slowdown, work stoppage, unfair labor practice or other material labor dispute, or material arbitration or grievance, pending or, to Seller’s Knowledge, threatened against or involving Seller with respect to the Business, except as would not, individually or in compliancethe aggregate, reasonably be expected to be material to the Business, taken as a whole. Each of Seller and its Affiliates is and since January 1, 2017 has been in compliance in all material respects, respects with all applicable Laws respecting labor, employment and employment practices, terms and conditions of employment, wageswages and hours, hours of work and occupational safety and health, in each case, with respect to the Business. Seller and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any each of its Subsidiaries pending orAffiliates has fully and timely paid all wages, wage premiums, prevailing wages, wage penalties, salaries, commissions, bonuses, expense reimbursements, and other compensation that have come due and payable to the Knowledge Business Employees in all material respects. Seller has properly classified in all material respects each individual independent contractor who is providing services to the Business. Section 5.7(a) of the Shareholders Seller Disclosure Letter identifies all Business Employees as of the Execution Date. With respect to the Business, Seller has not implemented any employee layoffs that required notice under the Worker Adjustment and the Conveyed Entities, threatened before the National Labor Relations Board Retraining Notification Act or any similar state or foreign agencyLaw, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; activities are currently contemplated, planned or announced. (c) Section 3.14(c) of the Seller Disclosure Letter sets forth, as of the Execution Date, the name of each Inactive Business Employee and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf such Inactive Business Employee’s reservation of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectperiod.

Labor Matters. Except as set forth on (a) Since the Lookback Date and through the date of the Agreement, there has been no labor strike, organized work stoppage, or lockout or, to the Knowledge of Parent, is such a strike, stoppage or lockout threatened against the Transferred Companies in relation to the Business Employees. (b) To the Knowledge of Parent, since the Lookback Date and through the date of the Agreement, there has been, no union organization campaign or material dispute with any works council or other employee representative body relating to any Business Employees. (c) Schedule 4.182.11(c) of the Disclosure Letter provides a true and complete list, as of the date hereofof this Agreement, of all material collective bargaining agreements and any material works agreements (Betriebsvereinbarungen) on the group level (Konzernbetriebsvereinbarungen) or on the level of the individual Transferred Companies (Einzelbetriebsvereinbarungen), in each case, binding upon any of the Transferred Companies in relation to the Business on the date of this Agreement. Parent has made available to Buyer true and complete copies of each such collective bargaining agreement. (d) As of the date of this Agreement, Southern Clay Products has not, and to the Knowledge of Parent, none of its respective representatives or employees has, committed any unfair labor practice in connection with the operation of the Business in the United States. As of the date of this Agreement, there is no charge, complaint or other action against the Transferred Companies by the National Labor Relations Board or comparable Governmental Authority pending, or to the Knowledge of the Shareholders and Parent, threatened with respect to the Conveyed EntitiesBusiness Employees. As of the date of this Agreement, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, Transferred Companies have complied in all material respects, respects with all applicable Laws respecting Legal Requirements relating to employment and employment practices, including without limitation terms and conditions of employment, wagesworker classification, hours of work and occupational tax withholding, prohibited discrimination, equal employment, immigration status, employee safety and health, wages, compensation and is not engaged in any unfair labor practices hours of work. (e) Since January 1, 2013 through the date of this Agreement, none of the Transferred Companies has effectuated (i) a “plant closing” (as defined in the National Labor Relations Worker Adjustment and Retraining Notification Act or other applicable Law, ordinance or regulation; (vthe “WARN Act”) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Transferred Companies or (ii) a “mass layoff” (as defined in the enforcement WARN Act, or any similar state, local or foreign law) affecting any site of labor employment or employment Laws facility of Transferred Companies. (f) Parent will deliver to conduct Buyer on the date of this Agreement a separate Schedule 2.11(f), which will contain a true and complete list, as of the date of this Agreement, of (x) all of the Business Employees (on an investigation anonymous basis), indicating their (i) job title, (ii) current base salary or wage rate and (iii) 2012 bonus, and (y) any consultants or independent contractors (on an anonymous basis) engaged by the Transferred Companies, indicating their function and their wage rate or fee arrangement. After the date hereof, Parent will cooperate in providing Buyer with (i) the fringe benefits, 2013 holiday or vacation entitlement and immigration status of the Business Employees of the U.K. Company, and (ii) the fringe benefits of the Business Employees of ▇▇▇▇▇▇▇▇ ▇▇▇▇ Additives. (g) No Transferred Company is bound by (i) any restriction with respect to closure, downsizing or relating other restructuring affecting its workforce or a portion thereof, except for any restrictions under applicable Legal Requirements or (ii) any obligation to guarantee a certain number of employees at any Conveyed Entity of its sites. (h) None of the Business Employees listed on Schedule 2.11(h) of the Disclosure Letter has as of the date of this Agreement (i) either given notice in writing to the Transferred Companies, Parent or any of its Subsidiaries Affiliates, or been given notice by the Transferred Companies, Parent or its Affiliates, of termination of or an intent to terminate their employment or engagement with the Transferred Companies, Parent or its Affiliates, and (ii) to the Knowledge of Parent, no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in Business Employee has expressed an intention of delivering any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectsuch notice.

Labor Matters. Exhibit S attached hereto sets forth a true and correct list of (i) all collective bargaining agreements to which the Existing Members, Manager or the Company is a party related to the Hotel; provided that side letters associated with grievances and work rules related to the collective bargaining agreement are not listed, though Investor has been provided the opportunity to access such items, to the extent in the Company’s possession; and, as a matter of course, the foregoing exhibit does not include unwritten work practices and grievance settlements; and (ii) all written employment or severance agreements (other than the collective bargaining agreements) to which either the Existing Members, Manager or the Company is a party with respect to any employee at the Hotel and which may not be terminated at will, or by giving notice of thirty (30) days or less, without cost or penalty. As clarification, employees may be subject to company policies regarding severance which may not be in written employment agreements. Except as set forth disclosed on Schedule 4.18the Representation Exception Schedule, neither the Existing Members, Manager nor the Company has entered into any severance or similar arrangement in respect of any current or former employee of the Existing Members, Manager or the Company that will result in any obligation (absolute or contingent) of the Investor or the Company to make any payment to any current or former employee of the Existing Members, Manager nor the Company following termination of employment or upon the consummation of the Transaction. Except as disclosed on the Representation Exception Schedule, as of the date hereof, except as disclosed in reasonable detail in writing by the Existing Members to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, Investor prior to the Knowledge of the Shareholders and the Conveyed EntitiesClosing Date, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaintswritten notices delivered to the Company or the Existing Partners for representation, lawsuits arbitration proceedings, labor strikes, or stoppages, or other proceedings labor disputes pending in a court or threatened in arbitration, and during the past five years related to the Hotel, neither the Existing Members, Manager nor the Company has experienced any forum by strike, work stoppage, lockup, slow-down or on behalf of any present or former employee of a Conveyed Entity other material labor dispute or any of its Subsidiaries alleging breach of any express or implied contract or employmentattempt by organized labor to cause the Existing Members, any Law governing employment Manager or the termination thereof Company to recognize at the Hotel any union or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectcollective bargaining units not previously recognized.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (ia) there is There are no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with other labor union agreements that have been in existence or currently are in existence, or that have been negotiated or that are being negotiated by any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries isSeller, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and to which any Seller is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance may become a party or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or by which any of its Subsidiaries pending orthem has been bound, is bound, or may become bound. No Seller has been asked to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of negotiate any collective bargaining agreement or other grievance procedure pending before agreement or understanding with any Governmental Authority; (vii) no material charges labor organization. No labor organization has been or is currently certified or recognized as the representative of any employees of any Seller. The Sellers are not and have not been party to, and are not and have not been subject to, affected by or threatened with, encountered any dispute or controversy with a labor organization or with respect to unionization or relating to collective bargaining of Sellers’ employees, including any Conveyed Entity labor union organizing activity, actual or threatened, or had any employee strikes, material work stoppages, material slowdowns, or lockouts, interruptions of work, picketing, arbitrations, grievances, unfair labor practice charges or proceedings or other disputes involving any of its Subsidiaries the current or former employees of any Seller. There are no unfair labor practice charges or complaints pending before or, to the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesSellers’ Knowledge, which, if adversely determined threatened against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation Seller with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee employees of a Conveyed Entity or any Seller. (b) Except as set forth on Section 4.10(b) of its Subsidiaries alleging breach the Seller Disclosure Schedules, as of any express or implied contract or employmentthe date of the Original Asset Purchase Agreement, any Law governing employment or all bonuses and other compensation payable to Master Servicing Employees and former employees of the termination thereof or other discriminatory, wrongful or tortious conduct Sellers who were employed in connection with the employment relationshipMaster Servicing Business for services performed on or prior to the date of the Original Asset Purchase Agreement have been paid in full and there are no outstanding agreements, whichunderstandings, if adversely determined against or commitments of any Conveyed Entity Seller with respect to any bonuses or increases in compensation. Neither Seller is liable for any arrears of wages or any Taxes or penalties for failure to comply with any of its Subsidiariesthe foregoing. (c) Except as set forth on Section 4.10(c) of the Seller Disclosure Schedules, would have a Material Adverse Effecteach Master Servicing Employee is employed at will and may terminate his or her employment or be terminated from such employment at any time for any or no reason with or without prior notice except as may be required by applicable law.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (ia) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Neither Seller nor any of its Subsidiaries Subsidiary is a party to engaged in any unfair labor practices as defined in the National Labor Relations Act or bound by any collective bargaining other applicable law, ordinance or similar agreement with any labor organization; (iv) each Conveyed Entity regulation, and Seller and each of its Subsidiaries is, and has at all times been, Subsidiary is in compliance, compliance in all material respects, respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; ; (vb) there is no unfair labor practice charge or complaint asserted pending or threatened against any Conveyed Entity Seller or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened Subsidiary before the National Labor Relations Board nor is there any grievance or any similar state arbitration proceeding arising out of or foreign agencyunder collective bargaining agreements pending or threatened, which if adversely determined against and there is no basis for any Conveyed Entity such charge, complaint or any of its Subsidiaries, would have a Material Adverse Effect; grievance; (vic) there is no material grievance labor strike, lockout, slow-down, employment related arbitration, or work stoppage pending or threatened against Seller or any Subsidiary; (d) neither Seller nor any Subsidiary has experienced any significant work stoppage nor has Seller or any Subsidiary been a party to any proceedings before the National Labor Relations Board for the past three years or been a party to any arbitration proceeding arising out of any or under collective bargaining agreement agreements for the past three years; (e) there is no charge or other grievance procedure compliance proceeding actually pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity threatened against Seller or any of its Subsidiaries are pending Subsidiary before the Equal Employment Opportunity Commission or any other state, local or foreign agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; and (viiif) neither a Conveyed Entity Seller nor any of its Subsidiaries Subsidiary has received written notice, from June 30, 1996 through the date hereof notice of the intent of any federal, state, local or foreign agency Government Entity responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries investigation, and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. Except as set (a) Section 2.14(a) of the Disclosure Schedules sets forth on Schedule 4.18a complete and accurate list, as of the date hereofof this Agreement, of each collective bargaining agreement or other material Contract with any labor organization, works council, union or similar employee representative body with respect to the Employees. Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect, (i) there are no strikes, work stoppages, work slowdowns, lockouts, picketing or other similar labor activities pending or, to the Knowledge of Seller, threatened in writing against Seller (to the Shareholders and extent related to the Conveyed Entities, (iBusiness) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its the Business Subsidiaries; , and (ii) there are no union represents unfair labor practice charges, grievances or complaints pending or, to the employees Knowledge of a Conveyed Entity Seller, threatened in writing by or on behalf of any Employee or group of Employees of Seller (to the extent related to the Business) or any of its Subsidiaries; the Business Subsidiaries against Seller (iiito the extent related to the Business) neither a Conveyed Entity nor or any of its the Business Subsidiaries is before the National Labor Relations Board or any other similar labor tribunal or authority. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a party Business Material Adverse Effect, Seller (to or bound by any collective bargaining or similar agreement with any labor organization; (ivthe extent related to the Table of Contents Business) each Conveyed Entity and each of its the Business Subsidiaries isare, and has at all times since January 1, 2015 have been, in compliance, in all material respects, compliance with all applicable Laws respecting employment and employment practices, including all Laws respecting terms and conditions of employment, wageshealth and safety, hours wages and hours, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, worker classification, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance. (c) Prior to the date of work and occupational safety and healththis Agreement, and is not engaged in any unfair labor practices except as defined would not, individually or in the National Labor Relations Act aggregate, reasonably be expected to have a Business Material Adverse Effect, Seller (to the extent related to the Business) and the Business Subsidiaries have satisfied any legal or contractual requirement to provide notice to, enter into any consultation procedure with or obtain an opinion from any labor or trade union, works council, employee forum or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity employee representative body recognized by Seller or any of its the Business Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any for collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating consultation purposes in relation to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practicesEmployee, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the execution of this Agreement or the Transactions. (d) Section 2.13 and this Section 2.14, together with Section 2.03, Section 2.06(b) and the second sentence of Section 2.18, contain the sole and exclusive representations and warranties provided with respect to all matters relating to employee benefits, employment relationshipand employment practices with respect to each of Seller, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectthe Business Subsidiaries and the Business.

Labor Matters. Except PC Bancorp and PCB are in compliance in all material respects with all applicable federal and California or other applicable law respecting employment and employment practices, terms and conditions of employment and wages and hour, and have not and are not engaged in any unfair labor practice as set forth on Schedule 4.18, as of determined by the date hereof, to National Labor Relations Board (“NLRB”); (ii) no unfair labor practice charge or complaint against PC Bancorp or PCB is pending before the Knowledge of the Shareholders and the Conveyed Entities, NLRB; (iiii) there is no labor strike, slowdown, stoppage or lockout actually material labor dispute pending or to the Knowledge of PC Bancorp or PCB threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity involving PC Bancorp or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organizationPCB; (iv) each Conveyed Entity and each to PC Bancorp or PCB’s Knowledge, no representation question exists respecting the employees of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act PC Bancorp or other applicable Law, ordinance or regulationPCB; (v) there no collective bargaining agreement is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, currently being negotiated by PC Bancorp and PCB and PC Bancorp and PCB are not and have not been a party to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectcollective bargaining agreement; (vi) there is no PC Bancorp or PCB are not experiencing and have not experienced any material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authoritylabor difficulty during the last three years; (vii) no material charges with respect grievance or arbitration proceeding is pending or to the Knowledge of PC Bancorp or relating to PCB currently threatened; (viii) Neither PC Bancorp nor PCB have any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention Governmental Entity charges or other claims of unlawful employment practices, which, if adversely determined discrimination pending or to their Knowledge currently threatened against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effecteither of them; (viiiix) neither a Conveyed Entity Neither PC Bancorp or PCB has any wage and hour claim or investigation pending before or by any Governmental Entity, and to their Knowledge no such claim or investigation has been threatened; (x) Neither PC Bancorp nor PCB has had any of its Subsidiaries has received written notice, from June 30, 1996 through occupation health and safety claims against it; (xi) PC Bancorp and PCB are in compliance in all material respects with the date hereof terms and provisions of the intent Immigration Reform and Control Act of any federal1986, stateas amended, local or foreign agency responsible for and all related regulations promulgated thereunder (the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress“Immigration Laws”); and (ixxii) there are has been no complaints“mass layoff” or “plant closing” by PC Bancorp or PCB as defined in the Federal Workers Adjustment Retraining and Notification Act (“WARN”) or state law equivalent, lawsuits or any other proceedings mass layoff that would trigger notice pursuant to WARN or state law equivalent within 90 days prior to the Effective Date. Neither PC Bancorp nor PCB has ever been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws, nor has it been warned, fined or otherwise penalized by reason of any such failure to comply with the Immigration Laws, nor to their knowledge is any such proceeding pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectthreatened.

Labor Matters. Except Section 3.1(m) of the Gadsden Disclosure Letter sets forth a list of each collective bargaining agreement to which Gadsden or a Gadsden Subsidiary is a party with respect to employees of Gadsden and the Gadsden Subsidiaries (collectively, the “Gadsden Collective Bargaining Agreements”). With respect to employees of Gadsden and the Gadsden Subsidiaries, except as would not, individually or in the aggregate, have an Gadsden Material Adverse Effect, (i) Gadsden and each of the Gadsden Subsidiaries is in compliance with the terms of the Gadsden Collective Bargaining Agreements; (ii) except as set forth on Schedule 4.18in Section 3.1(m) of the Gadsden Disclosure Letter, none of Gadsden, any Subsidiary or any ERISA Affiliate has at any time since January 1, 2016 withdrawn in any complete or partial withdrawal from any “multiemployer plan” as defined in Section 3 (37) of ERISA and, if Gadsden, its Subsidiaries and each ERISA Affiliate were to, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or completely withdraw from all multiemployer plans in which any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity them participate, or to which any of its Subsidiariesthem otherwise have any obligation to contribute, neither Gadsden, any Subsidiary nor any ERISA Affiliate would incur a withdrawal liability that would result in a Gadsden Material Adverse Effect; and (iii) neither a Conveyed Entity Gadsden nor any Gadsden Subsidiary is the subject of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and proceeding asserting it has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any committed an unfair labor practices as defined in the National Labor Relations Act or other applicable Lawpractice, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending ornor, to the Knowledge of Gadsden, is any such proceeding overtly threatened, nor is there any strike or other labor dispute by the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board employees of Gadsden or any similar state Gadsden Subsidiary pending or foreign agencyovertly threatened, which if adversely determined against nor does Gadsden have Knowledge of any Conveyed Entity activity involving any employee of Gadsden or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any Gadsden Subsidiary seeking to certify an additional collective bargaining agreement unit or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is engaging in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectunion organizational activity.

Labor Matters. Except as set forth on Schedule 4.18, as (a) None of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage Salisbury or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, contract or similar other agreement or understanding with a labor union or labor organization, nor is Salisbury or any of its Subsidiaries the subject of a proceeding asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act, as amended) or seeking to compel Salisbury or any of its Subsidiaries to bargain with any labor organization; organization as to wages or conditions of employment, nor is there any strike or other labor dispute involving it pending or, to Salisbury’s Knowledge, threatened, nor is Salisbury or any of its Subsidiaries aware of any activity involving its employees seeking to certify a collective bargaining unit or engaging in other organizational activity. (ivb) each Conveyed Entity Salisbury and each of its Subsidiaries is, and has at all times been, is in compliance, in all material respects, compliance with all applicable Laws 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, wageswrongful discharge, hours of work collective bargaining, fair labor standards, occupational health and occupational safety and healthsafety, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity personal rights or any other labor and employment-related matters. (c) Salisbury and each of its Subsidiaries pending or, has paid in full to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any all of its Subsidiariesemployees or adequately accrued in accordance with GAAP all wages, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or salaries, commissions, bonuses, benefits and other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect compensation due to or relating to any Conveyed Entity or any on behalf of such employees. Salisbury and each of its Subsidiaries are pending before has properly classified all of its service providers as either employees or independent contractors and as exempt or non-exempt for all purposes (including for purposes of the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, whichSalisbury Benefit Plans), if adversely determined against any Conveyed Entity or any Subsidiaries thereofapplicable, would have a Material Adverse Effect; and has made all appropriate filings in connection with services provided by, and compensation paid to, such service providers. (viiid) During the preceding three (3) years, (i) neither a Conveyed Entity Salisbury nor any of its Subsidiaries has received written noticeeffectuated a “plant closing” (as defined in the federal or applicable state WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility, from June 30, 1996 through (ii) there has not occurred a “mass layoff” (as defined in the date hereof of the intent of any federal, state, local federal or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation applicable state WARN Act) in connection with respect to or relating to any Conveyed Entity Salisbury or any of its Subsidiaries and no such investigation is in progress; affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (ixiii) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or neither Salisbury nor any of its Subsidiaries alleging breach been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectsimilar applicable law.

Labor Matters. Except as set forth on Schedule 4.18, as of (a) Neither the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Seller nor any of its Subsidiaries Subsidiary is a party to any collective bargaining agreement or bound other labor union contract applicable to persons employed by the Seller or any Subsidiary, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit which could affect the Seller or any Subsidiary; (b) there are no controversies, strikes, slowdowns or work stoppages pending or, to knowledge of the Seller, threatened between the Seller or any Subsidiary and any of their respective employees, and neither the Seller nor any Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (c) neither the Seller nor any Subsidiary has breached or otherwise failed to comply with the provisions of any collective bargaining or similar union contract, and there are no grievances outstanding against the Seller or any Subsidiary under any such agreement with any labor organizationor contract which could have a Material Adverse Effect; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (vd) there is are no unfair labor practice charge or complaint asserted complaints pending against any Conveyed Entity the Seller or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened Subsidiary before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity other Governmental Authority or any current union representation questions involving employees of its Subsidiaries, would the Seller or any Subsidiary which could have a Material Adverse Effect; (vie) the Seller and each Subsidiary are currently in compliance in all material respects with all applicable Laws relating to the employment of labor, including, without limitation, those related to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Seller or any Subsidiary and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing; (f) the Seller and each Subsidiary has paid in full to all their respective employees or adequately accrued for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (g) there is no material grievance arising out claim with respect to payment of any collective bargaining agreement wages, salary or other grievance procedure overtime pay that has been asserted or is now pending or threatened before any Governmental Authority; (vii) no material charges Authority with respect to any Persons currently or formerly employed by the Seller or any Subsidiary; (h) neither the Seller nor any Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices; (i) there is no charge or proceeding with respect to a violation of any Conveyed Entity occupational safety or health standard that has been asserted or is now pending or threatened with respect to the Seller or any Subsidiary; and (j) there is no charge of its Subsidiaries are discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Seller's knowledge, threatened before the United States Equal Employment Opportunity Commission Commission, or any other agency responsible for Governmental Authority in any jurisdiction in which the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity Seller or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor Subsidiary has employed or currently employs any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectPerson.

Labor Matters. (a) Section 4.17(a) in the Espotting Disclosure Schedule sets forth an accurate and complete list of each works council, union or other labor organization which has to be notified or consulted or with which negotiations need to be conducted in connection with the transaction contemplated by this Agreement and each collective bargaining agreement which has any impact on the terms and conditions of employment with respect to Espotting Employees. Where required by Applicable Laws, Espotting or any of the Espotting Subsidiaries, will have, prior to the Closing Date, properly and timely notified, or where appropriate, consulted or negotiated with, the local works council, union, labor board or relevant Governmental Authority concerning the transactions contemplated by the Agreement. (b) Except as set forth on Schedule 4.18in Section 4.17(b) in the Espotting Disclosure Schedule, as neither Espotting nor any Espotting Subsidiary has any labor union contracts, collective bargaining agreements or consulting agreements providing for compensation of any individual in excess of $100,000 with any persons employed by Espotting or any persons otherwise performing services primarily for Espotting or any Espotting Subsidiary ("Espotting Consultants"). Espotting and the Espotting Subsidiaries have furnished or made available to FindWhat complete and correct copies of all such agreements, contracts, commitments and understandings, whether written or oral (the "Espotting Employment and Labor Agreements") covering the Espotting Employees or the Espotting Consultants. Neither Espotting nor any of the date hereofEspotting Subsidiaries has materially breached or otherwise materially failed to comply with any provisions of any Espotting Employment or Labor Agreement, and, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesEspotting or any Espotting Subsidiary, (i) there are no grievances outstanding thereunder. There is no labor strike, slowdowndispute or stoppage pending or, to the knowledge of Espotting, threatened against Espotting or any Espotting Subsidiary, and neither Espotting nor any Espotting Subsidiary has experienced any labor strike, dispute or stoppage or lockout actually pending other material labor difficulty involving its employees. To the knowledge of Espotting, no campaign or threatened against a Conveyed Entity other attempt for recognition has been made by any labor organization or employees with respect to employees of Espotting or any of its the Espotting Subsidiaries; . (iic) no union represents Espotting and the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Espotting Subsidiaries is a party to or bound by any collective bargaining or similar agreement are in material compliance with any labor organization; (iv) each Conveyed Entity Applicable Law and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws their own policies respecting employment and employment practices, terms and conditions of employment, wageswages and hours, hours of work equal opportunity, equal pay, civil rights, labor relations, immigration, occupational health and occupational safety and healthpayroll and wage taxes, and is not engaged any foreign, federal or local human rights act. (d) As of the date of this Agreement or, except as set forth in any unfair labor practices as defined Section 4.17(d) in the National Labor Relations Act Espotting Disclosure Schedule or other applicable Lawas required by Applicable Laws, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viiii) neither a Conveyed Entity Espotting nor any of its the Espotting Subsidiaries has received written noticeis a party to any outstanding employment agreements or contracts with officers, from June 30managers and directors (or foreign equivalent) or Espotting Employees that are not terminable at will, 1996 through or that provide for the date hereof of the intent payment of any federal, state, local bonus or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progresscommission; and (ixii) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or neither Espotting nor any of its the Espotting Subsidiaries alleging breach of is a party to any express agreement, policy or implied contract practice that requires it to pay termination or employmentseverance pay to salaried, any Law governing employment non-exempt or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effecthourly Espotting Employees.

Labor Matters. Except as set forth on Schedule 4.183.11, as of the date hereof, : (a) No member of the Seller Group (solely as related to the Knowledge of the Shareholders and the Conveyed Entities, (iBusiness) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before Contract with a labor union or labor organization, and no employee of any Governmental Authority; (vii) no material charges member of the Seller Group is represented by any labor organization with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before such employee’s employment with the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof applicable member of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and Seller Group; (ixb) there are is no complaints, lawsuits strike or other proceedings work stoppage involving the Seller Group (solely as related to the Business) pending or formally threatened in any forum writing; (c) no Action brought by or on behalf of any present employee, former employee, labor organization or former employee other representative of a Conveyed Entity or any of its Subsidiaries alleging breach the employees of any express member of the Seller Group (solely as related to the Business) is pending or implied contract formally threatened in writing against the Seller Group (solely as related to the Business) (other than ordinary workers’ compensation claims) that would be material to the Business; (d) to Seller’s Knowledge, no union organization campaign is in progress with respect to any employee or group of employees of the Seller Group; (e) there has been no “mass layoff” or “plant closing” (as defined by the WARN Act) with respect to any member of the Seller Group within the six (6) months prior to the date hereof; (f) The Seller Group (solely related to the Business) is, and during the prior three (3) years, has been in compliance in all material respects with all applicable Laws relating to labor and employment, any Law governing employment including those relating to labor management relations, wages, hours, overtime, pay equity, worker classification (including with respect to classifications of independent contractors vs. employees), Fair Labor Standards Act, discrimination, sexual harassment, workplace harassment, civil rights, affirmative action, work authorization, immigration, whistleblower, retaliation, leaves of absence, plant closings, mass layoffs, relocations, safety and health, information privacy and security, workers compensation, and the payment and withholding of employment-related Taxes; and (g) All current employees of the Seller Group who provide services to the Business have provided the Seller Group with sufficient evidence that each such employee is a citizen of, or is authorized to be employed in, the termination thereof or other discriminatory, wrongful or tortious conduct country in connection which such employee provides services and the Seller Group (solely related to the Business) is in compliance in all material respects with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectall Laws relating to immigration.

Labor Matters. (a) Except as set forth on Schedule 4.18would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, since the Lookback Date, Parent and its Subsidiaries are and have been in compliance with all applicable Laws relating to labor and employment, including those relating to wages, hours, collective bargaining, unemployment compensation, workers compensation, equal employment opportunity, age and disability discrimination, immigration control, employee classification, information privacy and security, payment and withholding of Taxes and continuation coverage with respect to group health plans. During the preceding three years, there has not been, and as of the date hereofof this Agreement there is not pending or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesParent, (i) there is no threatened, any material labor strikedispute, slowdownwork stoppage, stoppage labor strike or lockout actually against Parent or any of its Subsidiaries by its or their employees. (b) No employee of Parent or any of its Subsidiaries is covered by an effective or pending collective bargaining agreement or threatened against a Conveyed Entity similar labor agreement with any labor union with respect to his or her employment with Parent or any of its Subsidiaries; (ii) no union represents . To the knowledge of Parent, there has not been any labor organizing activity since the Lookback Date on behalf of any labor union, labor organization or similar employee group to organize any employees of a Conveyed Entity Parent or any of its Subsidiaries; . There are no (iiii) neither a Conveyed Entity nor unfair labor practice charges or complaints against Parent or any of its Subsidiaries is a party pending before the National Labor Relations Board or any other labor relations tribunal or authority and to the knowledge of Parent no such charges or bound by complaints are threatened, (ii) representation claims or petitions pending before the National Labor Relations Board or any other labor relations tribunal or authority or (iii) grievances or arbitration proceedings pending against Parent or any of its Subsidiaries that arose out of or under any collective bargaining agreement, in each case, except as, individually or similar agreement with any labor organization; in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (ivc) each Conveyed Entity Parent and each of its Subsidiaries is, and has at all times been, are in compliance, in all material respects, compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, collective bargaining, disability, immigration, health and safety, wages, hours and benefits, non-discrimination in employment, workers’ compensation and the collection and payment of work withholding and/or payroll Taxes and occupational safety and healthsimilar Taxes, and is not engaged in any unfair labor practices as defined except where such noncompliance, individually or in the National Labor Relations Act or other applicable Lawaggregate, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, has not had and would not reasonably be expected to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Parent Material Adverse Effect; . During the preceding three years, (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viiii) neither a Conveyed Entity Parent nor any of its Subsidiaries has received written noticeeffectuated 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, from June 30(ii) there has not occurred a “mass layoff” (as defined in the WARN Act) in connection with Parent or any of its Subsidiaries affecting any site of employment or one or more facilities or operating units within any site of employment or facility and (iii) neither Parent nor any of its Subsidiaries has engaged in layoffs or employment terminations, 1996 through in each case, triggering notice obligations under the date hereof of the intent of WARN Act or any federal, similar state, local or foreign agency responsible for Law. Except as, individually or in the enforcement of labor or employment Laws aggregate, has not had, and would not reasonably be expected to conduct an investigation with respect to or relating to any Conveyed Entity have a Parent Material Adverse Effect, (x) each person employed by Parent or any of its Subsidiaries and no such investigation was or is properly classified as exempt or non-exempt in progress; accordance with applicable overtime Laws, and (ixy) there are no complaints, lawsuits person treated as an independent contractor or other proceedings pending or threatened in any forum consultant by or on behalf of any present or former employee of a Conveyed Entity Parent or any of its Subsidiaries alleging breach should have been properly classified as an employee under applicable Law. (d) Except as set forth on Section 4.13(d) of the Parent Disclosure Letter, with respect to any express current or implied contract or employmentformer employee, any Law governing employment or the termination thereof officer, consultant or other discriminatoryindividual service provider of Parent, wrongful there are no Actions against Parent or tortious conduct any of its Subsidiaries pending, or to Parent’s knowledge, threatened to be brought or filed, in connection with the employment relationshipor engagement of any such current or former employee, whichofficer, if adversely determined against consultant or other individual service provider of Parent, including, without limitation, any Conveyed Entity claim relating to employment discrimination, harassment, retaliation, equal pay, employment classification or any other employment related matter arising under applicable Laws, except where such Action would not, individually or in the aggregate, result in a Parent Material Adverse Effect. (e) Except as set forth on Section 4.13(e) of the Parent Disclosure Letter or with respect to any Parent Plan (which subject is addressed in Section 4.12 above), the execution of this Agreement and the consummation of the Transactions will not result in any material breach or violation of, or cause any payment to be made under, any applicable Laws respecting labor and employment or any collective bargaining agreement to which Parent or any of its SubsidiariesSubsidiaries is a party. (f) To the knowledge of Parent, would since the Lookback Date, (i) no allegations of workplace sexual harassment or other sexual misconduct have a Material Adverse Effectbeen made, initiated, filed or threatened against Parent, any of its Subsidiaries or any of their respective current or former directors, officers or senior level management employees (in their capacities as such), (ii) no incidents of any such workplace sexual harassment or other sexual misconduct have occurred, and (iii) neither Parent nor any of its Subsidiaries have entered into any settlement agreement related to allegations of sexual harassment or other sexual misconduct by any of their directors, officers or senior level management employees.

Labor Matters. Except as set forth on Schedule 4.18To Enterprises' Knowledge, as not one of Enterprises, any of the date hereofRemaining Subsidiaries, to the Knowledge of the Shareholders and the Conveyed EntitiesTPIR, (i) there is no labor strikeTPIE, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity TPII or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries TPIR Subsidiary is a party to to, or bound by by, any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries isagreement, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act contract or other applicable Lawagreement or understanding with a labor union organization. To Enterprises' Knowledge, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries labor arbitration proceeding pending or, to the Knowledge Enterprises' knowledge, threatened against Enterprises, any of the Shareholders Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary relating to their respective businesses that would result in a Material Adverse Effect on Enterprises and the Conveyed EntitiesRemaining Subsidiaries, taken as a whole or on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened before involving employees of Enterprises, any of the National Labor Relations Board Remaining Subsidiaries, TPIR, TPIE, TPII or any similar state or foreign agencyTPIR Subsidiary, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, except as would not have a Material Adverse Effect; (vi) there is no material grievance arising out Effect on Enterprises and the Remaining Subsidiaries, taken as a whole, or on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, not one of Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary has experienced within the last three years, any strike, work stoppage or interruption or obvious slowdown of production due to labor controversies of any collective bargaining agreement material nature. To Enterprises' Knowledge, not one of Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or other grievance procedure pending before any Governmental Authority; (vii) no material charges TPIR Subsidiary has any labor controversy in existence with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, business and operations that would have result in a Material Adverse Effect; (viii) neither Effect on Enterprises and the Remaining Subsidiaries, taken as a Conveyed Entity nor whole, or on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, not one of Enterprises, any of its Subsidiaries the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary has received written noticereason to believe that any strike, from June 30work stoppage, 1996 through the date hereof interruption or obvious slowdown of the intent production or labor controversy of any federal, state, local nature is imminent or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation threatened with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectemployees.

Labor Matters. Except as set forth on Schedule 4.185.11 lists each collective bargaining agreement covering any of the Business Employees to which Seller is a party or is subject (each, a “Collective Bargaining Agreement”) as of the date hereof, . Except to the Knowledge of extent set forth in Schedule 5.11 or as individually or in the Shareholders and the Conveyed Entitiesaggregate would not reasonably be expected to have a Material Adverse Effect, (i) there Seller is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, compliance with all Laws applicable Laws to the Business Employees respecting employment and employment practices, terms and conditions of employment, wages, hours and wages and hours; (ii) Seller has not received written notice of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries Seller pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or with respect to any of the Business Employees; (iii) Seller has not received notice that any representation petition respecting the Business Employees has been filed with the National Labor Relations Board; (iv) Seller is in material compliance with the terms of and its Subsidiariesobligations under the Collective Bargaining Agreements, would have a Material Adverse Effectand has administered each Collective Bargaining Agreement in manner consistent in all material respects with the terms and conditions of such Collective Bargaining Agreements; (v) no material grievance or material arbitration proceeding arising out of or under the Collective Bargaining Agreements is pending against Seller; and (vi) there is no material grievance arising out labor strike, slowdown, work stoppage, or lockout actually pending or, to Seller’s Knowledge, threatened against Seller in respect of the Purchased Assets or the Business. Except for the Severance Compensation Agreements set forth on Schedule 5.11 with respect to the Business Employees identified on Schedule 1.1-B, obligations to be assumed or undertaken by Buyer pursuant to Sections 2.5(a) or 8.8, and severance compensation agreements existing as of the date hereof, if any, with respect to additional employees that may be added to the Business Employees after the date hereof by Buyer and Parent pursuant to clause (iii) of the definition thereof, there are no employment, severance, or change in control agreements or contracts between Seller and any Business Employee under which Buyer would have any liability. A true, correct, and complete copy of each Collective Bargaining Agreement, any renewal or replacement of any Collective Bargaining Agreement that will expire prior to the Closing Date, and any new collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or covering any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through Business Employees entered into by Seller between the date hereof of and the intent of any federalClosing (each a “Successor Collective Bargaining Agreement”), statehas been made available to Buyer prior to the date hereof or will be made available to Buyer prior to the Closing Date, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectrespectively.

Labor Matters. Except as set forth on Schedule 4.18, as (a) With respect to employees of the date hereof, to the Knowledge of the Shareholders Parent and the Conveyed Entities, its subsidiaries: (i) there is to the knowledge of Parent, no labor strike, slowdown, stoppage senior executive or lockout actually pending or threatened against a Conveyed Entity key employee has any plans to terminate employment with Parent or any of its Subsidiariessubsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Parent or any of its Subsidiaries subsidiaries pending or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesParent, threatened before the National Labor Relations Board or any similar state other comparable Governmental Entity; (iii) there is no demand for recognition made by any labor organization or foreign agency, which if adversely determined against any Conveyed Entity petition for election filed with the National Labor Relations Board or any other comparable Governmental Entity; (iv) no grievance or any arbitration proceeding arising out of its Subsidiariesor under collective bargaining agreements is pending and, would to the knowledge of Parent, no claims therefor have a Material Adverse Effectbeen threatened other than grievances or arbitrations incurred in the ordinary course of business; (v) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not give rise to termination of any existing collective bargaining agreement or permit any labor organization to commence or initiate any negotiations in respect of wages, hours, benefits, severance or working conditions under any such existing collective bargaining agreements; and (vi) there is no material grievance arising out litigation, arbitration proceeding, governmental investigation, administrative charge, citation or action of any collective bargaining agreement kind pending or, to the knowledge of Parent, proposed or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or threatened against Parent relating to employment, employment practices, terms and conditions of employment or wages, benefits, severance and hours. (b) Section 4.12(b) of the Parent Disclosure Schedule lists the name, title, date of employment and current annual salary of each current salaried employee whose total annual salary exceeds $100,000. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby will not (i) result in any Conveyed Entity payment (including severance, unemployment compensation, tax gross-up, bonus or otherwise) becoming due to any current or former director, employee or independent contractor of Parent or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written noticesubsidiaries, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity Parent or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits subsidiaries under any Employee Plan or other proceedings pending agreement, (ii) materially increase any benefits otherwise payable under any Employee Plan or threatened other agreement, or (iii) result in any forum by the acceleration of the time of payment, exercise or on behalf vesting of any present such benefits. (c) Section 4.12(c) of the Parent Disclosure Schedule sets forth all contracts, agreements, plans or former arrangements covering any employee of Parent or its subsidiaries containing "change of control," "stay-put," transition, retention, severance or similar provisions, and sets forth the names and titles of all such employees, the amounts payable under such provisions, whether such provisions would become payable as a Conveyed Entity result of the Merger and the transactions contemplated by this Agreement, and when such amounts would be payable to such employees, all of which are in writing, have heretofore been duly approved by the Parent's Board of Directors, and true and complete copies of all of which have heretofore been delivered to the Company. There is no contract, agreement, plan or arrangement (oral or written) covering any employee of its Subsidiaries alleging breach Parent that individually or collectively could give rise to the payment of any express or implied contract or employment, any Law governing employment or amount that would not be deductible pursuant to the termination thereof or other discriminatory, wrongful or tortious conduct in connection with terms of Section 280G of the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectCode.

Labor Matters. (a) Section 2.14(a) of the Sellers Disclosure Letter sets forth a list of the Acquired Company Employees as of the Effective Date, which list shall be amended prior to the Closing to reflect the addition of any employee who is hired by, or transferred to, an Acquired Company following the Effective Date and the removal of any individual whose employment with an Acquired Company is terminated prior to the Closing, and any employee of an Acquired Company whose work relates primarily to ▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇▇ Employees”) and whose employment is transferred from an Acquired Company to an Affiliate of the Sellers (other than the Acquired Companies) prior to the Closing Date. Sellers have provided to Purchaser the following information on a confidential basis: each Acquired Company Employee’s current base salary or wage rate and target bonus for the 2021 fiscal year (if any), position, date of hire (and, if different, years of recognized service), status as exempt or non-exempt under the Fair Labor Standards Act, and whether such Acquired Company Employee is on leave status, which information shall be updated prior to Closing to reflect changes made consistent with the first sentence of this Section 2.14(a). (b) Except as set forth on Schedule 4.18, as Section 2.14(b) of the date hereofSellers Disclosure Letter, to the Knowledge none of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity Sellers or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Affiliates nor any of its Subsidiaries either Acquired Company is a party to or bound by any collective bargaining agreement or similar labor union Contract with respect to any of the Acquired Company Employees, no such agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries isis presently being negotiated, and has at all times been, in compliance, in all material respectsno Acquired Company Employees are, with all applicable Laws respecting employment and employment practices, terms and conditions of respect to their employment, wagesrepresented by a labor union. To the Knowledge of Sellers, hours since January 1, 2018, (i) there have been no labor union representation election proceedings, other than as set forth in Section 2.14(b) of work and occupational safety and healththe Sellers Disclosure Letter, and is not engaged in any unfair labor practices as defined in with respect to Acquired Company Employees pending or threatened to be brought or filed with the National Labor Relations Act Board, and (ii) there have been no pending or threatened labor union organizing campaigns with respect to Acquired Company Employees. Since January 1, 2018, there have been no labor union strikes, slowdowns, work stoppages or lockouts or other applicable Lawmaterial labor disputes pending or threatened against or affecting the Acquired Companies or involving employees of any Acquired Company. (c) Except as set forth on Section 2.14(c) of the Sellers Disclosure Letter, ordinance since January 1, 2018, none of Sellers or regulation; their Affiliates (vsolely as it relates to the business of the Acquired Companies) there is or the Acquired Companies has closed any site of employment, effectuated any group layoffs of employees or implemented any early retirement, exit incentive, or other group separation program, nor has any such action or program been planned or announced for the future. (d) Except as set forth on Section 2.14(d) of the Sellers Disclosure Letter, since January 1, 2018, no unfair labor practice charge officer, director or complaint asserted against any Conveyed Entity management level employee of Sellers or any their Affiliates (solely as it relates to the business of its Subsidiaries pending orthe Acquired Companies) or the Acquired Companies has been the subject of an allegation in the workplace of sexual harassment or sexual assault, nor, to the Knowledge of Seller, has any officer, director or management level employee of Sellers or their Affiliates (solely as it relates to the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof business of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ixAcquired Companies) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof Acquired Companies engaged in sexual harassment or other discriminatory, wrongful sexual assault. None of Sellers or tortious conduct in connection with their Affiliates (solely as it relates to the employment relationship, which, if adversely determined against business of the Acquired Companies) or the Acquired Companies has entered into any Conveyed Entity settlement agreements related to allegations of sexual harassment or misconduct by any of its Subsidiaries, would have a Material Adverse Effectemployee.

Labor Matters. Except as set forth on Schedule 4.18in Exhibit 3.14 attached hereto, as of the date hereof, (i) Seller is not a party to any collective bargaining agreement with any labor union or organization pertaining to Employees of Seller, and (ii) no labor union or organization is recognized as the Knowledge collective bargaining representative of Employees of Seller. As of the Shareholders and the Conveyed Entitiesdate hereof, (i) there is no labor strikeorganization has made a pending demand to Seller for recognition as the bargaining representative of any Employees of Seller, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) there are no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries representation petitions pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board with respect to Employees of Seller, and (iii) to the Knowledge of Seller, no union organizing activities are in progress with respect to Employees of Seller. Except as set forth in Exhibit 3.14 attached hereto, as of the date hereof: (i) there are no pending or, to Seller’s Knowledge, proposed or any similar state threatened strikes or foreign agency, which if adversely determined against any Conveyed Entity or any lockouts involving Employees of its Subsidiaries, would have a Material Adverse EffectSeller; (viii) there is no material grievance arising out strike, formal dispute, formal grievance, arbitration proceeding, general slowdown, work to rule or work stoppage, or charge of any collective bargaining agreement or other grievance procedure unfair labor practice pending before any Governmental Authoritya court, regulatory body or arbitration tribunal or, to Seller’s Knowledge, proposed or threatened against or affecting the U.S. Display Business; and (viiiii) there are no material charges with respect or complaints of discrimination pending or, to Seller’s Knowledge, proposed or threatened against Seller and relating to any Conveyed Entity or any of its Subsidiaries are pending the U.S. Display Business before the United States Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible agency, board or tribunal. With respect to the U.S. Display Business, there has been no "mass layoff" or "plant closing," as defined by WARN, within six (6) months prior to the Closing Date (without regard to any actions taken by Buyer after the Effective Time of Closing). As soon as reasonably practicable, Seller shall provide Buyer with a list of all lay-offs of employees of the U.S. Display Business, by location and date, for the enforcement of labor or employment Laws 90-day period prior to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaintsJune 1, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect2001.

Labor Matters. Except as set forth on (a) Section 2.15(a) of the Disclosure Schedule 4.18lists, as of the date hereofof this Agreement, each collective bargaining agreement or works council agreement relating to the Business to which either Asset Seller or any Acquired Company is a party or is bound. With respect to the Business, none of the Asset Sellers or any of the Acquired Companies has experienced, or to the knowledge of Sellers, been threatened with, since January 1, 2015, any strikes, slowdown, picketing, work stoppage, concerted refusal to work overtime, material grievances, claims of unfair labor practices or other collective bargaining disputes and, to the Knowledge knowledge of Sellers, no event has occurred or circumstance exists that would reasonably be expected to provide the basis for the commencement of any such strike, slowdown, picketing, work stoppage, concerted refusal to work overtime, grievances, claims of unfair labor practices or other collective bargaining disputes. As of the Shareholders and the Conveyed Entitiesdate hereof, (i) there is are currently no labor strikematerial employment actions involving either Asset Seller or any Acquired Company and, slowdown(ii) to the knowledge of Sellers, stoppage or lockout actually pending or no such actions threatened against a Conveyed Entity the Asset Sellers or any of its Subsidiaries; the Acquired Companies. (iib) no union represents The Acquired Companies and, with respect to the Business, the Asset Sellers have complied in all material respects with all applicable laws relating to the employment or termination of employees or service providers and the employment of a Conveyed Entity labor, including provisions thereof relating to wages, hours, pay equity, equal opportunity, employment discrimination and practices, retaliation, occupational health and safety, workers’ compensation and unemployment. Each current service provider compensated as an independent contractor of the Asset Sellers, with respect to the Business, or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries the Acquired Companies is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times beenbeen properly characterized as such based on the applicable standards under applicable laws, except to the extent such mischaracterization would not and would not reasonably be expected to result in compliancea liability that would be material to the Business, in all material respectstaken as a whole. (c) During the past three (3) years prior to the date hereof, with all applicable Laws respecting employment no covered employee layoffs within the meaning of the Worker Adjustment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Retraining Notification Act or other applicable Lawany similar law (collectively, ordinance or regulation; (vthe “WARN Act”) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity have been implemented by the Asset Sellers or any of its Subsidiaries pending orthe Acquired Companies, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there activities have been announced or are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectplanned.

Labor Matters. Except (a) Other than as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities4.16(a), (i) there is no Sellers are not a party to any labor strikeor collective bargaining agreement with respect to its Employees, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees Employee of a Conveyed Entity or Sellers is represented by any of its Subsidiaries; labor organization, (iii) neither no labor organization or group of Employees of Sellers has made a Conveyed Entity nor any of its Subsidiaries is a party to pending demand for recognition or bound by any collective bargaining or similar agreement with any labor organization; request for certification, (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act there are no representation or other applicable Law, ordinance certification proceedings or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries petitions seeking a representation election presently pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller, threatened before threatened, to be brought or filed with the National Labor Relations Board or other labor relations tribunal involving Seller. (b) There are no strikes, lockouts, work stoppages or slowdowns pending or, to the Knowledge of Seller, threatened against or involving Seller. (c) There are no unfair labor practice charges, arbitrations, grievances or complaints pending or, to the Knowledge of Seller, threatened in writing against Seller relating to the employment or termination of employment of any similar state individual by Seller except those which, individually or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiariesin the aggregate, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect not reasonably be expected to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect. (d) There are no complaints, charges, administrative proceedings or claims against Seller pending or, to the Knowledge of Seller, threatened in writing to be brought or filed with any Governmental Body based on or arising out of the employment by Seller of any Employee except those which, individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. (e) Seller has not incurred any liability or obligation under the WARN Act or similar state Laws, which remains unpaid or unsatisfied. (f) Except as set forth on Schedule 4.16(f), the employment of each Employee of Seller is at-will. Schedule 4.16(f) lists all written (and includes a summary of all legally binding oral) employment and consulting agreements to which Seller is a party or by which it is bound. Complete and correct copies of the agreements or arrangements listed and summarized on Schedule 4.16(f) have been provided or made available to Purchaser.

Labor Matters. Except as set forth on Schedule 4.18, as (a) As of the date hereof, to none of Peabody or the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Peabody Transferred Subsidiaries is a party to or bound by any collective bargaining agreement or similar agreement with any a labor organization; , works council, union or association applicable to the Peabody Business Employees. (ivb) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in With respect to the National Labor Relations Act or other applicable Law, ordinance or regulation; Peabody Business: (vi) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Peabody or any of its Subsidiaries Affiliates pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesPeabody, threatened before the National Labor Relations Board Board; (ii) there is no labor strike, slowdown or any similar state stoppage actually pending or, to the Knowledge of Peabody, threatened against or foreign agency, which if adversely determined against any Conveyed Entity affecting Peabody or any of its Subsidiaries, would have a Material Adverse EffectAffiliates; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ixiii) there are no complaints, lawsuits activities or proceedings by any labor union or other proceedings pending or threatened in employee representative organization to organize any forum Peabody Business Employees and no demand for recognition as the exclusive bargaining representative of any Peabody Business Employees has been made by or on behalf of any present labor or former employee similar organization; (iv) Peabody and its Affiliates have complied in all material respects with all applicable Laws pertaining to the employment or termination of a Conveyed Entity or any employment of its Subsidiaries alleging breach the Peabody Business Employees, including all applicable Laws relating to labor relations, equal employment opportunities fair employment practices, prohibited discrimination, applicable information and consultation obligations, occupational safety and health standards, terms and conditions of any express or implied contract or employment, any Law governing payment of wages, workers’ compensation, immigration and visa requirements and other similar employment activities; and (v) except as have not had and would not reasonably be expected to have, individually or in the termination thereof or other discriminatoryaggregate, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Peabody Material Adverse Effect, there is no Proceeding pending or, to the Knowledge of Peabody, threatened by a Peabody Business Employee relating to such applicable Laws. (c) Within the last three months, there has not been any plant closing, relocation of work or mass layoff (in each case, within the meaning of the WARN Act) or term of similar import under any applicable similar Law with respect to the Peabody Business Employees. To the extent that, after the Closing, the JV Company operates the Peabody Business in the same manner operated by Peabody and its Affiliates during the six-month period prior to the Closing, the JV Company will not incur any liability or obligation under the WARN Act. (d) The representations and warranties in this Section 4.15 are the exclusive representations and warranties by Peabody relating to labor matters.

Labor Matters. Except as set forth on Schedule 4.18, as (a) None of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries Companies is a party to any labor or bound collective bargaining agreement. (b) No employees of any Company and none of the ConLife Employees or PCFS Employees are represented by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and organization that is not engaged in any unfair labor practices as defined in certified to represent such employees under the National Labor Relations Act or other applicable Law, ordinance law. No labor organization or regulation; (v) there is no unfair labor practice charge or complaint asserted against group of employees of any Conveyed Entity Company or any of its Subsidiaries ConLife Employees or PCFS Employees has made a pending ordemand for recognition, certification, successor rights or a related employer declaration, and there are no representation, certification, successor rights or related employer proceedings or petitions or applications for certification seeking a representation proceeding presently pending or threatened to the Knowledge of the Shareholders and the Conveyed Entities, threatened be brought before or filed with the National Labor Relations Board or any similar state other labor relations tribunal or foreign agencyauthority. To the knowledge of Sellers, which if adversely determined against there are no organizing activities involving any Conveyed Entity Company or PCFS or Services pending with any labor organization or group of employees of any Company or any ConLife Employees or PCFS Employees. (c) Except as set forth in Section 3.23(c) of its Subsidiariesthe Disclosure Schedule, would have a Material Adverse Effect; (vi) there is are no strikes, work stoppages, slowdowns, lockouts, material grievance arising out of any collective bargaining agreement arbitrations or material grievances or other grievance procedure material labor disputes pending before or threatened against or involving any Governmental Authority; Company or Services or PCFS, to the extent applicable to the ConLife Employees or PCFS Employees who are currently employed by Services or PCFS, as the case may be. (viid) no material charges Each of the Companies and Services (with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; ConLife Employees) and PCFS (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to the PCFS Employees) is in compliance with all laws, regulations and orders applicable to such Company or the ConLife Employees or PCFS Employees, as the case may be, relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationshipof labor, whichincluding all such laws, if adversely determined against regulations and orders relating to wages, hours, employment standards, WARN, collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any Conveyed Entity or any of its Subsidiariessimilar tax, would other than such noncompliance that could not reasonably be expected to have a Material Adverse Effect. (e) There is no "mass layoff," "plant closing" or similar event as defined by WARN or similar Canadian legislation with respect to any of the Companies; provided, that no representation is made as to actions taken by Buyer in connection with or after the Closing. (f) Except as set forth in Section 3.23(f) of the Disclosure Schedule, as of the date hereof, there are no pending or, to the knowledge of Sellers, threatened complaints, charges or claims against any Company or Services or PCFS brought or filed with any Governmental Authority, arbitrator or court based on, arising out of, in connection with or otherwise relating to the employment or termination of employment by any Company or Services or, to the extent relating to the PCFS Employees, PCFS, of any individual.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents Neither the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or similar agreement other contract with any a labor union or labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and nor is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Company or any of its Subsidiaries 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 nor is there pending or, to the Knowledge of the Shareholders Company, threatened, nor has there been for the past five years, any labor strike, dispute, walk-out, work stoppage, slow-down or lockout involving the Company or any of its Subsidiaries. To the Knowledge of the Company, 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 provided to Parent correct and complete copies of all labor and collective bargaining agreements, contracts or other agreements or understandings 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 (collectively, the “Company Labor Agreements”). The consummation of the Merger, the Bank Merger and the Conveyed Entitiesother transactions contemplated by this Agreement will not entitle any third party (including any labor union or labor organization) to any payments under any of the Company Labor Agreements. (ii) Section 5.1(q)(ii) of the Company Disclosure Letter sets forth, threatened before with respect to each current employee of the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity Company or any of its Subsidiaries, would have including any employee who is on a Material Adverse Effect; (vi) there is no material grievance arising out leave of absence of any collective bargaining agreement nature, paid or unpaid, authorized or unauthorized, including disability, family or other grievance procedure pending before any Governmental Authority; leave, sick leave or on layoff status subject to recall, (viiA) no material charges with respect to or relating to any Conveyed Entity the name of such employee, the date as of which such employee was originally hired by the Company or any of its Subsidiaries are pending before and whether the Equal Employment Opportunity Commission employee is on an active or inactive status, (B) such employee’s title, (C) such employee’s annualized compensation as of the date of this Agreement, including base salary, vacation and paid time off accrual amounts, bonus and commission potential, severance pay potential and any other compensation forms, if applicable, and (D) whether such employee is not fully available to perform work because of a qualified disability or other leave and, if applicable, the type of leave (e.g., disability, workers compensation, family or other leave protected by applicable Law) and the anticipated date of return to full service. (iii) The Company and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers’ compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours. Neither the Company nor any of its Subsidiaries is liable for any payment to any trust or other fund or to any Governmental Authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business consistent with past practice) and independent contractors. (iv) No individual who has performed services for the Company or any other agency responsible for of its Subsidiaries has been improperly excluded from participation in any Benefit Plan, and neither the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity Company nor any of its Subsidiaries has received written noticeany direct or indirect liability, from June 30whether actual or contingent, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating any misclassification of any Person as an independent contractor rather than as an employee, with respect to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf misclassification of any present employee as exempt versus non-exempt, or former with respect to any employee leased from another employer. As of a Conveyed Entity the date of this Agreement, to the Knowledge of the Company, no current executive, key employee or any group of its Subsidiaries alleging breach employees has given notice of any express or implied contract or employment, any Law governing termination of employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity Company or any of its Subsidiaries, would have a Material Adverse Effect (v) Neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied.

Labor Matters. Except as set forth on Schedule 4.185.11 lists each collective bargaining agreement covering any of the Business Employees to which Seller is a party or is subject (each, a “Collective Bargaining Agreement”) as of the date hereof, . Except to the Knowledge of extent set forth in Schedule 5.11 or as individually or in the Shareholders and the Conveyed Entitiesaggregate would not reasonably be expected to have a Material Adverse Effect, (i) there Seller is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, compliance with all Laws applicable Laws to the Business Employees respecting employment and employment practices, terms and conditions of employment, wages, hours and wages and hours; (ii) Seller has not received written notice of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries Seller pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or with respect to any of the Business Employees; (iii) Seller has not received notice that any representation petition respecting the Business Employees has been filed with the National Labor Relations Board; (iv) Seller is in material compliance with the terms of and its Subsidiariesobligations under the Collective Bargaining Agreements, would have a Material Adverse Effectand has administered each Collective Bargaining Agreement in manner consistent in all material respects with the terms and conditions of such Collective Bargaining Agreements; (v) no material grievance or material arbitration proceeding arising out of or under the Collective Bargaining Agreements is pending against Seller; and (vi) there is no material grievance arising out labor strike, slowdown, work stoppage, or lockout actually pending or, to Seller’s Knowledge, threatened against Seller in respect of the Purchased Assets or the Business. Except for the Severance Compensation Agreements set forth on Schedule 5.11 with respect to the Business Employees identified on Schedule 1.1-B, obligations to be assumed or undertaken by Buyer or the Companies pursuant to Sections 2.6(a) or 8.8, and severance compensation agreements existing as of the date hereof, if any, with respect to additional employees that may be added to the Business Employees after the date hereof by Buyer and Parent pursuant to clause (iii) of the definition thereof, there are no employment, severance, or change in control agreements or contracts between Seller and any Business Employee under which Buyer or either of the Companies would have any liability. A true, correct, and complete copy of each Collective Bargaining Agreement, any renewal or replacement of any Collective Bargaining Agreement that will expire prior to the Closing Date, and any new collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or covering any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through Business Employees entered into by Seller between the date hereof of and the intent of any federalClosing (each a “Successor Collective Bargaining Agreement”), statehas been made available to Buyer prior to the date hereof or will be made available to Buyer prior to the Closing Date, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectrespectively.

Labor Matters. (a) Except as set forth on in Schedule 4.184.16, as (A) none of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries Acquiring Companies is a party to any labor or bound by any collective bargaining or similar agreement with and no employees of the Acquiring Companies are represented by any labor organization; (ivB) each Conveyed Entity and each of its Subsidiaries iswithin the preceding three years, and has at all times beenthere have been no representation or certification proceedings, in complianceor petitions seeking a representation proceeding, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesHAI, threatened before in writing to be brought or filed with the National Labor Relations Board or any similar state other labor relations tribunal or foreign agencyauthority; and (C) within the preceding three years, which if adversely determined against any Conveyed Entity or any to the knowledge of its SubsidiariesHAI, would there have a Material Adverse Effect; (vi) there is been no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges organizing activities involving the Acquiring Companies with respect to or relating to any Conveyed Entity or any group of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof employees of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and Acquiring Companies. (ixb) there There are no complaintsstrikes, lawsuits work stoppages, slowdowns, lockouts, material arbitrations or material grievances or other proceedings material labor disputes pending or threatened in any forum writing against or involving the Acquiring Companies. There are no unfair labor practice charges, grievances or complaints pending or, to the knowledge of HAI, threatened in writing by or on behalf of any present employee or former employee group of employees of the Acquiring Companies. Each of the Acquiring Companies relations with its employees are currently on a Conveyed Entity good and normal basis. (c) Each of the Acquiring Companies is in compliance with all laws, regulations and orders relating to the employment of labor, including all such laws, regulations and orders relating to wages, hours, Worker Adjustment Retraining and Notification Act of 1988, as amended (" WARN Act"), collective bargaining, discrimination, civil rights, safety and health, workers' compensation and the collection and payment of withholding and/or social security taxes and any similar tax, except where non compliance would not individually or in the aggregate adversely affect the Acquiring Companies taken as a whole in any material respect. (d) Except as set forth in Schedule 4.16 and except for any limitation of general application which may be imposed under applicable employment laws, each of the Acquiring Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its Subsidiaries alleging breach independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than for severance pay in accordance with any severance pay policy of any express or implied contract or employmentof the Acquiring Companies disclosed to HealthAxis (e) Except as set forth in Schedule 4.16, any Law governing employment or the termination thereof or other discriminatorysince January 1, wrongful or tortious conduct in connection with the employment relationship1998, which, if adversely determined against any Conveyed Entity or no employee of any of its Subsidiaries, would have a Material Adverse Effectthe Acquiring Companies having an annual salary of $100,000 or more has indicated an intention to terminate or has terminated his or her employment with such company.

Labor Matters. This Section 4.17 does not extend to the subject matter of Section 4.18. Except as set forth on Schedule 4.184.17, as in relation to the conduct of the date hereofBusiness: (a) No Business Entity is obligated by, or subject to, any order of the National Labor Relations Board or other labor board or administration, or any unfair labor practice decision. (b) No Business Entity is a party or subject to any pending or, to Sellers' Knowledge, threatened labor or civil rights dispute or any other labor or employment related law suit, controversy or grievance or any unfair labor practice proceeding with respect to claims of, or obligations of, any employee or group of employees. No Business Entity has during the Knowledge last three years received any notice that any labor representation petition or request is pending or is threatened with respect to Employees of the Shareholders and the Conveyed Entities, Business. (c) Each Business Entity is in compliance in all material respects with all (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, employment and wages and hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (vii) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, collective bargaining agreements related to the Knowledge Union Plants. (d) To the Sellers' Knowledge, no Employees of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present Business or former employee of any Business Entity has any claim against any Business Entity (whether under Applicable Law, pursuant to any employment agreement, or otherwise) on account of, or for: (i) overtime pay, other than for the current payroll period; (ii) wages or salary (excluding bonuses and amounts accruing under any pension or profit-sharing plan, including but not limited to any Benefit Arrangement (as such term is defined in Section 4.18.1)) for a Conveyed Entity period other than the current payroll period; (iii) vacation, time off or pay in lieu of vacation or time off, other than vacation or time off (or pay in lieu thereof) earned in respect of the current or past fiscal year or accrued on the Audited Closing Balance Sheet for Seller; or (iv) any of its Subsidiaries alleging breach of other claim arising under any express or implied contract or employmentlaw governing labor and employment matters, any Law governing employment or including without limitation, discrimination claims. (e) To the termination thereof Sellers' Knowledge, during the last three years, there have been no strikes, work stoppages, work slowdowns or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectsuch concerted activities.

Labor Matters. Except As of no later than the Distribution Date, (i) RemainCo or the applicable members of the RemainCo Group, shall have Assumed, in accordance with its terms, each of the RemainCo Labor Agreements covering RemainCo Employees immediately prior to the commencement of the Internal Reorganization; provided, however, that, with respect to any such RemainCo Labor Agreement that also covers ElectronicsCo Employees, RemainCo or the applicable member of the RemainCo Group shall have Assumed such RemainCo Labor Agreement only with respect to the RemainCo Employees, ElectronicsCo or a member of the ElectronicsCo Group, as set forth on Schedule 4.18applicable, shall have Assumed such RemainCo Labor Agreement only with respect to the ElectronicsCo Employees, as applicable; and (ii) ElectronicsCo or the applicable members of the ElectronicsCo Group shall have Assumed, in accordance with its terms, each of the ElectronicsCo Labor Agreements covering ElectronicsCo Employees immediately prior to the commencement of the Internal Reorganization; provided, however, that, with respect to any such ElectronicsCo Labor Agreement that also covers RemainCo Employees, ElectronicsCo or the applicable member of the ElectronicsCo Group shall have Assumed such ElectronicsCo Labor Agreement only with respect to ElectronicsCo Employees and RemainCo, a member of the RemainCo Group, as applicable, shall have Assumed such ElectronicsCo Labor Agreement only with respect to RemainCo Employees, as applicable. Notwithstanding anything to the contrary in this Agreement, as of the date hereofDistribution Date, to except as agreed with the Knowledge of the Shareholders and the Conveyed Entities, applicable union or labor organization: (i) there is no labor strikeRemainCo shall continue to honor, slowdownor cause the applicable members of the RemainCo Group to continue to honor, stoppage or lockout actually pending or threatened against a Conveyed Entity or any in accordance with their terms, each of its Subsidiariesthe RemainCo Labor Agreements; and (ii) ElectronicsCo shall continue to honor, or cause the applicable members of the ElectronicsCo Group to continue to honor, in accordance with their terms, each of the ElectronicsCo Labor Agreements. As of no union represents later than the employees of a Conveyed Entity Distribution Date, each Party complied, or any caused the applicable member of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party Group to or bound by any collective bargaining or similar agreement comply, with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all obligations it had under applicable Laws respecting employment and employment practices, terms and conditions applicable Labor Agreements to inform and/or consult with any Employee Representative Body or group of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct employees in connection with this Agreement, the employment relationshiparrangements proposed in this Agreement, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectthe Internal Reorganization and/or the Distributions.

Labor Matters. (a) Section 4.18(a) of the Washington Disclosure Schedules sets forth a list of each Washington Collective Bargaining Agreement to which Washington (or a Subsidiary thereof) is a party or by which Washington (or a Subsidiary thereof) is bound. Except as for the Washington Collective Bargaining Agreements set forth on Schedule 4.18, as Section 4.18(a) of the date hereofWashington Disclosure Schedules, no employee of Washington or its Subsidiaries is subject to or covered by any other Washington Collective Bargaining Agreement with respect to his or her services to Washington or its Subsidiaries. Washington has provided to Georgia a true and complete copy of each such Washington Collective Bargaining Agreement. (b) Except as would not be or reasonably be expected to be, individually or in the Knowledge of the Shareholders aggregate, material to Washington and the Conveyed Entitiesits Subsidiaries, taken as a whole, (i) there is no labor strike, slowdown, stoppage or lockout actually pending organizational effort currently being made or threatened against a Conveyed Entity by, or on behalf of, any labor union to organize any employees of Washington or its Subsidiaries; , (ii) no union represents the demand for recognition of any employees of a Conveyed Entity Washington or its Subsidiaries has been made by, or on behalf of, any of its Subsidiaries; labor union and (iii) neither since January 1, 2022, there have been no strikes, lockouts, material grievances or other material labor disputes with respect to any employees of Washington or its Subsidiaries, and to the Knowledge of Washington, none are threatened. (c) Except as would not be or reasonably be expected to be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a Conveyed Entity nor any whole, to the Knowledge of Washington, Washington and its Subsidiaries is a party to or bound by any collective bargaining or similar agreement have been since January 1, 2022 and are in compliance with any labor organization; (ivi) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment regarding labor, employment, and employment practices, terms and conditions of (ii) all material obligations under any employment agreement, consulting agreement, severance agreement, Collective Bargaining Agreement or any other employment-related agreement. (d) Except as would not be or reasonably be expected to be, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined individually or in the National Labor Relations Act or other applicable Lawaggregate, ordinance or regulation; (v) material to Washington and its Subsidiaries, taken as a whole, there is are no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries Proceedings pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesWashington, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity Washington (or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employmentemployment contract, violation of any Law governing employment labor, employment, or the termination thereof terms and conditions of employment, or any other discriminatorywrongful, wrongful unlawful or tortious conduct on the part of Washington or its Subsidiaries in connection with an employment or service relationship. (e) To the employment relationshipKnowledge of Washington, whichsince January 1, if adversely determined 2022, (i) no allegations of sexual harassment, sexual assault, or sexual misconduct have been made against any Conveyed Entity current officer, director, or executive of Washington or any of its Subsidiaries, would and (ii) Washington and its Subsidiaries have a Material Adverse Effectpromptly, thoroughly, and impartially investigated all allegations of sexual harassment or discriminatory harassment of which Washington is or was aware and have taken all reasonable and necessary corrective actions with respect to such allegations that are reasonably calculated to prevent further discrimination and harassment with respect to each allegation with potential merit.

Labor Matters. Neither Seller, Symphony nor any of Symphony's Subsidiaries is a party to any collective bargaining or other labor union agreements with respect to the Symphony Employees, subject to a legal duty to bargain with any labor organization on behalf of the Symphony Employees or is presently operating under an expired collective bargaining agreement with respect to the Symphony Employees. Except as set forth on Schedule 4.18, as in Section 4.10 of the date hereofDisclosure Schedule, at no time since January 1, 2003 has there been any material work stoppage or material labor dispute (including representation questions, arbitration proceedings, labor strikes, slow downs or stoppages, organizing attempts, picketing, boycotts or other material labor disputes) against Symphony or any of its Subsidiaries or, to the Knowledge of Seller or Symphony, is any such action threatened, and, to the Shareholders and the Conveyed EntitiesKnowledge of Seller or Symphony, (i) there is no labor strikeunion organizing activity currently underway nor has Seller, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity Symphony or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity their Subsidiaries experienced any attempt by organized labor to cause Seller, Symphony or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any their Subsidiaries to comply with or conform to the demands of organized labor with respect to the Symphony Employees. Symphony and its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, are in compliance, in all material respects, compliance with all applicable Laws respecting employment and employment practices, employee documentation, terms and conditions of employment, wagespayment and termination of labor, hours including the provisions thereof relative to severance, vacation, unemployment, wages and hours, equal employment opportunity, nondiscrimination, immigration, benefits, collective bargaining, the payment of work social security and similar taxes, occupational safety and healthsafety, and is not engaged health and plant closings (collectively, "Labor Laws"). Except as set forth in Section 4.10 of the Disclosure Schedule, Symphony and its Subsidiaries are in compliance in all material respects with all professional licensure and credentialing requirements required by applicable Law and any unfair labor practices Material Symphony Contract. Except as defined set forth in Section 4.10 of the National Labor Relations Act or other applicable LawDisclosure Schedule, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or neither Symphony nor any of its Subsidiaries pending oris engaged in, and Symphony has not received any notice of, any unfair labor practice and, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller or Symphony, threatened no such complaints are pending before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges . The representations and warranties in this Section 4.10 are the only representations and warranties being made with respect to or relating to any Conveyed Entity or any the compliance of Symphony and its Subsidiaries with Labor Laws. No other representations or warranties, expressed or implied, are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation being made by Seller and Symphony with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectthereto.

Labor Matters. Except as set forth on Schedule 4.18To the Knowledge of Seller, as of no Continuing Service Provider has informed Seller that he or she does not intend to accept employment with Buyer or intends to terminate his or her employment with Buyer after the date hereofClosing. Seller is not a party to any collective bargaining agreement and no collective bargaining agreement is being negotiated with respect to the Business. There is no unfair labor practice, charge or complaint pending against Seller with respect to the Business, nor is there any material labor strike, work stoppage, grievance or other labor dispute pending or, to the Knowledge of Seller, threatened in writing or orally against Seller with respect to the Shareholders and Business. To the Conveyed EntitiesKnowledge of Seller, Seller: (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, compliance with all applicable Laws respecting employment and wage and hours, and with all employment practices, terms and conditions of employment, wagesagreements with third parties, hours codes of conduct, visas, work and occupational safety and healthpermits, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Laweach case, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse EffectContinuing Service Providers; (viiiii) neither a Conveyed Entity nor any of its Subsidiaries has received written noticewithheld, from June 30paid and reported all amounts required by Law or by agreement to be withheld, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation reported and paid with respect to or relating wages, salaries and other payments to the Continuing Service Providers; (iii) is not liable for any Conveyed Entity arrears of wages or any taxes or any penalty for failure to comply with any of its Subsidiaries and no such investigation is in progressthe foregoing; and (ixiv) there are no complaintsis not liable for any payment to any Governmental Body, lawsuits any trust or other proceedings pending fund governed by or threatened in any forum maintained by or on behalf of any present Governmental Body, with respect to unemployment compensation benefits, social security or former employee other benefits or obligations for the Continuing Service Providers (other than routine payments to be made in the normal course of a Conveyed Entity business and consistent with past practice). There are no pending, or to the Knowledge of Seller threatened or reasonably anticipated, claims or actions against Seller under any employment policy or disability policy with respect to the Continuing Service Providers. Except as set forth on Section 3.17 of its Subsidiaries alleging the Seller Disclosure Letter, no event has occurred for which any liability may be incurred by Seller in relation to the Continuing Service Providers for breach of any express contract of services or implied contract for services or employment, for any Law governing other liability accruing from the termination of employment or for services whether under Law or otherwise. Neither Parent nor Seller has any Knowledge of any activities or proceedings of any labor union to organize any Employees nor to the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against Knowledge of Parent and Seller has there ever been any Conveyed Entity or organizing effort by any of its Subsidiaries, would have a Material Adverse EffectEmployees.

Labor Matters. Except as set forth on Schedule 4.18, as (a) There are no collective bargaining agreements or other labor union Contracts applicable to any employees of the date hereofAcquiror or any of its Subsidiaries. There is no labor dispute, strike, work stoppage or lockout, or, to the Knowledge of the Shareholders and Acquiror, threat thereof, by or with respect to any employees of the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity Acquiror or any of its Subsidiaries; , and there has been no labor dispute, strike, work stoppage or lockout in the previous three (ii3) years. There are no union represents organizational efforts with respect to the formation of a collective bargaining unit presently being made, or to the Knowledge of the Acquiror, threatened, involving employees of a Conveyed Entity the Acquiror or any of its Subsidiaries; (iii) neither a Conveyed Entity . Neither the Acquiror nor any of its Subsidiaries has engaged or is a party to or bound by engaging in any collective bargaining or similar agreement with any unfair labor organization; (iv) each Conveyed Entity practice. The Acquiror and each of its Subsidiaries is, and has at all times been, are in compliance, compliance in all material respects, respects with all applicable Laws Legal Requirements respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in . No Proceeding asserting that the Acquiror or any of its Subsidiaries has committed an unfair labor practices as defined in practice (within the meaning of the National Labor Relations Act of 1935) or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity seeking to compel the Acquiror or any of its Subsidiaries to bargain with any labor organization as to wages or conditions of employment is pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesAcquiror, threatened with respect to the Acquiror or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agencyBoard, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for Regulatory Authority. (b) Neither the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity Acquiror nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, or citation by, any Regulatory Authority relating to employees or employment practices. None of the Acquiror, any of its Subsidiaries or any of its or their executive officers has received within the past three (3) years any written notice, from June 30, 1996 through the date hereof notice of the intent of by any federal, state, local or foreign agency Regulatory Authority responsible for the enforcement of labor or employment Laws laws to conduct an investigation with respect to or relating to any Conveyed Entity the Acquiror or any of its Subsidiaries and and, to the Knowledge of the Acquiror, no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. (a) Except as set forth on prohibited by Law, Section 5.14(a) of the Seller Disclosure Schedule 4.18contains a true and complete list of (i) all Employees and (ii) all individual independent contractors and consultants of Seller who provide services primarily relating to the Business, as in each case, including each Employee, contractor, or consultant’s name, job title, exempt or non-exempt status, immigration status, rate of pay, commissions, bonus information or other forms of compensation, date of hire, paid time off information, state of residence, and work location. (b) Seller is not a party and is not subject to any labor union or collective bargaining Contract in respect of any Employee. As of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is are no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller, threatened strikes, lockouts, work stoppages or slowdowns, pickets, boycotts, unfair labor practice charges, or grievances against Seller involving the Employees and (ii) with respect to Employees, Seller is in material compliance with, and at all times in the five (5) years before the National Labor Relations Board Closing Date has materially complied with, all applicable Laws relating to terms or conditions of employment or labor or employment practices, including as it relates to hiring, worker classification, compensation, training, wage and hour, immigration, employment eligibility verification, privacy, occupational health and safety, accommodations, equal employment opportunity, pay equity, harassment, discrimination, retaliation, whistleblower, record retention, notice, wage payment and deduction, unemployment, collective bargaining, Taxes, discipline, and termination. (c) Seller has not carried out a “plant closing” or “mass layoff” as such terms are defined under the U.S. Worker Adjustment and Retraining Notification Act and any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; other Laws (vi“WARN”) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating the Business without fully satisfying its obligations under WARN. (d) Except as would not reasonably be expected to any Conveyed Entity or any result in material Liability to Buyer, Seller has properly classified (i) each of its Subsidiaries are pending before former employees and the Equal Employment Opportunity Commission Employees as exempt or any other agency responsible for the prevention non-exempt under applicable wage and hour Laws and (ii) each of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity its current and former independent contractors as independent contractors and not employees. Neither Seller nor any Affiliate of its Subsidiaries Seller has received written notice, any notice from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no Governmental Authority disputing such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectclassification.

Labor Matters. Except as set forth on Schedule 4.18(a) Neither Parent nor any affiliate of Parent has, as since December 31, 1995, solicited for employment any of the date hereofDivision Employees. None of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇ has been notified that any Division Employee material to the Knowledge Business will terminate his or her employment with the Division as a result of the Shareholders and consummation of the Conveyed Entitiestransactions contemplated by this Agreement. (b) With respect to the Division Employees, (i) there Seller is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is not a party to any labor or bound by any collective bargaining or similar agreement with any labor organization; , group or association and there are no collective bargaining agreements which pertain to Division Employees, and, to the knowledge of Seller, there is no organizational effort currently being made or threatened by or on behalf of any labor union with respect to any of the Division Employees. (ivc) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, Seller is in compliance, in all material respects, compliance with all applicable Laws respecting laws, regulations and orders relating to employment of the Division Employees, including all such laws, regulations and employment practices, terms and conditions of employment, orders relating to wages, hours of work hours, Worker Adjustment and occupational Retraining Notification Act, as amended, and any state or local plant closing laws ("WARN"), civil rights, safety and health, workers' compensation and is not engaged in the collection and payment of withholding and/or social security taxes and any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; similar tax. (vd) there There is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries Seller pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign other governmental agency, which if adversely determined nor any other complaints, charges or claims against Seller pending, or to the knowledge of Seller, threatened before any Conveyed Entity public or any of its Subsidiariesgovernmental agency, would have a Material Adverse Effect; (vi) there is no material grievance arbitrator or court arising out of or based on or relating to the employment or termination of employment by Seller of any collective bargaining agreement Division Employee. (e) There has been no "mass layoff" or other grievance procedure pending before any Governmental Authority; (vii) no material charges "plant closing" as defined by WARN with respect to or relating the Division within the six (6) months prior to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of this Agreement and Seller does not intend to take any action which would trigger notification under WARN as of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectClosing.

Labor Matters. Except as set forth on Schedule 4.18, as (a) With respect to employees of the date hereof, AGI: (i) to the Knowledge of the Shareholders and the Conveyed EntitiesAGI, (i) there is no labor strike, slowdown, stoppage senior executive or lockout actually pending or threatened against a Conveyed Entity key employee has any plans to terminate employment with AGI or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity AGI or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesAGI, threatened before the National Labor Relations Board or any similar state other comparable authority; (iii) there is no demand for recognition made by any labor organization or foreign agency, which if adversely determined against any Conveyed Entity petition for election filed with the National Labor Relations Board or any of its Subsidiariesother comparable authority which, individually or in the aggregate, would have a an AGI Material Adverse Effect; (iv) no grievance or any arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Knowledge of AGI, no claims therefor have been threatened other than grievances or arbitrations incurred in the ordinary course of business which, individually or in the aggregate, would not have an AGI Material Adverse Effect; (v) the consummation of the Merger and related transactions contemplated by this Agreement will not give rise to termination of any existing collective bargaining agreement or permit any labor organization to reopen negotiations in respect of wages, hours or working conditions under any such existing collective bargaining agreements; and (vi) there is no material grievance arising out litigation, arbitration proceeding, governmental investigation, administrative charge, citation or action of any collective bargaining agreement kind pending or, to the Knowledge of AGI, proposed or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or threatened against AGI relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment, employment practices, terms and conditions of employment or wages and hours which, if adversely determined against any Conveyed Entity individually or any Subsidiaries thereofin the aggregate, would have a an AGI Material Adverse Effect; . (viiib) neither a Conveyed Entity None of AGI nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof any collective bargaining relationship or duty to bargain with any Labor Organization (as such term is defined in Section 2(5) of the intent National Labor Relations Act, as amended), and none of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or AGI nor any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in has recognized any forum by or on behalf labor organization as the collective bargaining representative of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectemployees.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, 3.23 hereto: (ia) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending pending, or to the Selling Parties' Knowledge, threatened against a Conveyed Entity or any Subject Company with respect to the conduct of its Subsidiaries; the Business; (iib) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries Subject Company is a party to or bound by any collective bargaining or similar agreement with any labor organization; organization applicable to employees of a Subject Company with respect to the conduct of the Business; (ivc) each Conveyed Entity and each of its Subsidiaries is, and no labor union has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in been certified by the National Labor Relations Act Board, to the extent applicable, as bargaining agent for any of the employees of the Acquired Company with respect to the conduct of the Business; (d) no Subject Company has experienced any material work stoppage or other applicable Law, ordinance or regulation; material labor difficulty with respect to the conduct of the Business during the two-year period ending on the date hereof; (ve) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, the Acquired Company with respect to the Knowledge conduct of the Shareholders and the Conveyed Entities, Business pending or threatened before the National Labor Relations Board Board, to the extent applicable; (f) since January 1, 2000, the Acquired Company has not effectuated a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any similar state site of employment or foreign agencyfacility, which if adversely determined against and there has not occurred a "mass layoff" (as defined in the WARN Act) affecting any Conveyed Entity site of employment or any facility of its Subsidiaries, would have a Material Adverse Effect; the Acquired Company; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (viig) no material charges application has been made to the Selling Parties or to the Central Arbitration Committee seeking union recognition in respect of some or all of the Selling Parties' employees in the UK; (h) the Selling Parties have complied with respect to or relating to any Conveyed Entity or any their obligations under Regulation 10 of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible Transfer of Undertakings (Protection of Employment) Regulations 1981; and (i) for the prevention avoidance of unlawful employment practicesdoubt, whichno claim has been made or, if adversely determined against to the Selling Parties' Knowledge, threatened or otherwise alleged by any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof employee of the intent Asset Seller or by any representative of any federal, state, local or foreign agency responsible for such employee against the enforcement of labor or employment Laws to conduct an investigation with respect to or Asset Seller relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by way to the employee's employment with the Asset Seller whether such claims arise under or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against employee's contract or under any Conveyed Entity statute or any of its Subsidiaries, would have a Material Adverse Effectotherwise howsoever.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, 4.21: (ia) there is no labor strike, dispute, slowdown, stoppage or lockout actually pending or or, to the Selling Parties’ Knowledge, threatened against a Conveyed Entity Subject Company or otherwise involving any of its Subsidiaries; Business Employees; (iib) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries Subject Company is a party to or bound by by, and no Business Employees are covered by, any collective bargaining agreement or similar agreement other contract with any labor organization; , works council or employer organization applicable; (ivc) each Conveyed Entity no labor union has been certified by a relevant labor relations authority as bargaining agent for any of the employees of a Subject Company or for any Business Employees and each no union organizing or decertification activities are underway or, to the Selling Parties’ Knowledge, threatened with respect to the Business or the employees of its Subsidiaries isa Subject Company or the Business Employees; (d) no Subject Company has experienced, and has at all times beenno Business Employees have been involved in, in compliance, in all any material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act stoppage or other applicable Law, ordinance or regulation; material labor difficulty with respect to the conduct of the Business during the last two years; (ve) there is no unfair labor practice charge or complaint asserted by any Business Employee or against any Conveyed Entity Subject Company (other than Rexam Mega) or to the Selling Parties’ Knowledge, Rexam Mega, with respect to the conduct of the Business pending or threatened before a relevant labor relations authority, and no material grievance or conduct that could reasonably be expected to lead to a material grievance by any Business Employee; (f) during the last two years, no Subject Company has effectuated any plant closing or mass layoff of its Subsidiaries employees that could implicate any Applicable Law requiring notice of plant closings or layoffs, including, with respect to each American Subsidiary, the WARN Act; (g) any notice of this Transaction required by any Applicable Law or collective bargaining agreement by a Selling Party or a Subject Company has been given, and any bargaining and consultation obligations have been, or prior to the Closing will be, satisfied; (h) the Subject Companies (other than Rexam Mega) and to the Selling Parties’ Knowledge, Rexam Mega, are in compliance in all material respects with all Laws relating to employment of the Business Employees, including all such Laws relating to wages, hours, collective bargaining, terms and conditions of employment, termination of employment, employment discrimination, immigration, disability, civil rights, occupational safety and health, workers’ compensation, pay equity and the collection and payment of withholding and/or social contribution Taxes and similar Taxes; (i) there is no pending or, to the Knowledge Selling Parties’ Knowledge, threatened, governmental claim or investigation regarding employment matters related to the Business Employees; and (j) each Business Employee who is classified as having the status of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement an independent contractor or other grievance procedure pending before non-employee status for any Governmental Authority; purpose (viiincluding for purposes of taxation and Tax reporting) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectproperly so characterized.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of The Company and its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, are in compliance, in all material respects, compliance with all currently applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work employee classification and occupational safety wages and healthhours, and is are not engaged in any unfair labor practices as defined practice, except for non-compliance with any of the above that either individually or in the National Labor Relations Act aggregate would not reasonably be expected to have a Company Material Adverse Effect. (ii) Neither the Company nor any of its Subsidiaries has been a party to any collective bargaining agreement or other applicable Lawlabor agreement with any union or labor organization and, ordinance to the Company’s knowledge, there has not been any activity or regulation; proceeding of any labor organization or employee group to organize any such employees. Furthermore: (vA) there is are no unfair labor practice charge charges or complaint asserted complaints against any Conveyed Entity the Company or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board Board; (B) there are no labor strikes, work slowdowns or any similar state or foreign agencywork stoppages actually pending or, which if adversely determined to the Company’s knowledge, threatened against any Conveyed Entity the Company or any of its Subsidiaries, would have a Material Adverse Effect; (viC) there is are no representation claims or petitions pending before the National Labor Relations Board; and (D) there are no material grievance arising out of any collective bargaining agreement grievances or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity arbitration proceedings against the Company or any of its Subsidiaries are pending before that arose out of or under any collective bargaining agreement. (iii) Neither the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity Company nor any of its Subsidiaries has received written notice, from June 30, 1996 through (A) effectuated a “plant closing” or a “mass layoff” each (as defined in the date hereof Worker Adjustment and Retraining Notification Act “WARN”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the intent Company or any of its Subsidiaries or (B) engaged in layoffs or employment terminations sufficient in number to trigger application of any federal, state, local or foreign agency responsible for Law similar to WARN that either individually or in the enforcement of labor or employment Laws aggregate would not reasonably be expected to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Company Material Adverse Effect.

Labor Matters. Except as set forth on (a) Schedule 4.18, as 4.12(a) of the date hereof, Seller Disclosure Schedule sets forth a list of all Labor Agreements to which an Acquired Company is a party or bound by or to which Seller or any of its Controlled Affiliates is a party or bound by in relation to any Business Employee or the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor Business. No strike, slowdown, stoppage concerted refusal to work overtime, work stoppage, picketing, hand billing, labor arbitration, labor grievance, unfair labor practice or lockout actually other material labor disputes against or affecting any Acquired Company or solely with respect to the Business Employees, Seller and each other Controlled Affiliate of Seller, is pending or, to Seller’s Knowledge, threatened or has occurred since January 1, 2019. To Seller’s Knowledge, no activities or proceedings of any labor union to organize any Business Employees are pending, threatened against or have occurred since January 1, 2019. No labor union, works council or other labor organization currently represents any Business Employees. (b) Seller has made available a Conveyed Entity list of all Business Employees, including their employee identification numbers, job titles, the Business with respect to which they provide services, start date, primary work location (by state or any of its Subsidiaries; country), salary or hourly wage rate (ii) no union represents as applicable), exempt or non-exempt status and employing entity. Except as would not reasonably be expected to be material to the employees of a Conveyed Entity or any of its Subsidiaries; (iii) Acquired Companies, neither a Conveyed Entity Seller nor any of its Subsidiaries Controlled Affiliates (including the Acquired Companies) is a party delinquent in payments to any current of former employees or bound independent contractors of the Businesses for any wages, salaries, wage premiums, fees, commissions, bonuses, severance and termination payments or other compensation for any services performed by any collective bargaining them to date or similar agreement amounts required to be reimbursed to such employees or independent contractors under applicable Legal Requirements, Contracts or Business policies. (c) Since January 1, 2019, each of the Acquired Companies and, solely with any labor organization; (iv) each Conveyed Entity respect to the Business and/or the Business Employees and independent contractors of the Business, Seller and each other Controlled Affiliate of its Subsidiaries isSeller, and has at all times been, in compliance, complied in all material respects, respects with all applicable Laws Legal Requirements respecting employment labor, employment, and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours, (including the classification of independent contractors and exempt and non-exempt employees), harassment and retaliation, disability rights or benefits, hiring and firing of employees and the employment of labor, including, without limitation, provisions thereof relating to immigration and citizenship (including proper completion and retention of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), classifications, wages, hours hours, pay equity, equal opportunity, discrimination, civil rights, collective bargaining, COVID-19, the Fair Labor Standards Act, plant closures and layoffs (including the WARN Act), workers’ compensation, labor relations, employee leave issues, affirmative action and affirmative action plan requirements and unemployment insurance and the payment of work social security and occupational safety and healthother Taxes. (d) To Seller’s Knowledge, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawsince January 1, ordinance or regulation; (v) there is 2019, no unfair labor practice charge or complaint asserted allegations of sexual harassment have been made against any Conveyed Entity officer or director of the Acquired Companies or any of its Subsidiaries pending or, to the Knowledge current or former employee of the Shareholders and Business at the Conveyed Entities, threatened before the National Labor Relations Board level of Vice President or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity above. Neither Seller nor any of its Subsidiaries has received written noticeControlled Affiliates (including the Acquired Companies) has, from June 30since January 1, 1996 through 2019, entered into any settlement agreement relating to the date hereof allegations of sexual harassment by any officer or director of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity Acquired Companies or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present current or former employee of a Conveyed Entity the Business at the level of Vice President or above. (e) To Seller’s Knowledge, no Business Employee with annualized compensation at or above $150,000, intends to terminate his or her employment prior to the one-year anniversary of this Agreement. (f) To Seller’s Knowledge, no current of former employee or independent contractor of the Business is in material violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition, nonsolicitation, or other restrictive covenant obligations owed to Seller, any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or Controlled Affiliates (including the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity Acquired Companies) or any of its Subsidiariesthird party, would have a Material Adverse Effectin each case, with respect to the Business.

Labor Matters. Except VCBank is not a party to nor bound by any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is VCBank 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 VCBank to bargain with any labor organization as set forth on Schedule 4.18to wages or conditions of employment, as nor is there any strike or other labor dispute involving it pending or, to VCBank’s knowledge, threatened, nor is VCBank aware of any activity involving VCBank’ employees seeking to certify a collective bargaining unit or engaging in other organizational activity. VCBank has paid in full all wages, salaries, commissions, bonuses, benefits and other compensation due to its employees or otherwise arising under any policy, practice, agreement, plan, program, statute or other law. As of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entitiesthere are no actions, (i) there is no suits, proceedings, government investigations, or labor strikegrievances pending, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge knowledge of VCBank, threatened relating to any employment related matter involving any Employee or applicant, including, but not limited to, charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations of law, except for any of the Shareholders and foregoing which would not reasonably be expected to have, individually or in the Conveyed Entitiesaggregate, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; . VCBank believes that its relations with its employees are good. As of the date hereof, no executive officer (vias defined in Rule 501(f) there promulgated under the Securities Act) of VCBank has notified VCBank that such officer intends to leave the VCBank or otherwise terminate such officer's employment with VCBank. To the knowledge of VCBank, no executive officer of VCBank is no material grievance arising out in violation of any collective bargaining material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges restrictive covenant, and to the knowledge of VCBank, the continued employment of each such executive officer does not subject VCBank to any liability with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or foregoing matters. VCBank is in compliance with all notice and other requirements under the Worker Adjustment and Retraining Notification Act of 1988, California Labor Code section 1400 et seq., and any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federalsimilar applicable foreign, state, or local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or laws relating to any Conveyed Entity or any facility closings and layoffs. All independent contractors of its Subsidiaries VCBank are properly classified under applicable state and no such investigation federal law, and VCBank is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection compliance with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectCalifornia Labor Code 226.8.

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” (within the meaning of Section 414(n) of the Code) or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any Employee Benefit Plan or the imposition of penalties or excise taxes with respect to any Employee Benefit Plan by the Internal Revenue Service, the Department of Labor, or any other Governmental Entity. (b) Except as set forth on Schedule 4.18, as in Section 5.11(b) of the date hereofCompany Disclosure Letter, to the Knowledge 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 group of employees of the Shareholders and Company or any of its Subsidiaries in connection with his or her employment with the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity Company or any of its Subsidiaries; (ii) no union represents . Neither the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement or similar labor agreement with any labor organization; (iv) each Conveyed Entity and each covering employees or former employees of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Company or any of its Subsidiaries Subsidiaries. There are no (i) labor strikes, slowdowns or stoppages currently pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesCompany, threatened before against or affecting the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity Company or any of its Subsidiaries, would have a Material Adverse Effect; (viii) there is no material grievance arising out of any collective bargaining agreement representation claims or other grievance procedure petitions pending before any Governmental Authority; (vii) no material charges Entity or any organizing efforts or challenges concerning representation with respect to or relating to any Conveyed Entity the employees of the Company or any of its Subsidiaries are or (iii) material grievances or pending before arbitration proceedings against the Equal Employment Opportunity Commission Company or any other agency responsible for of its Subsidiaries that arose out of or under any collective bargaining agreement. (c) Since the prevention date of unlawful employment practicesthe Company Balance Sheet until the date hereof, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity the Company nor any of its Subsidiaries has received written notice, from June 30, 1996 through effectuated or announced or plans to effectuate or announce (i) a “plant closing,” as defined in the date hereof U.S. Workers Adjustment and Retraining Notification Act (“WARN”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity Company or any of its Subsidiaries, would have (ii) a Material Adverse Effect“mass layoff” (as defined in the WARN) or (iii) any other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of any similar applicable Law.

Labor Matters. Except as set forth in SCHEDULE 3.08 to the Original Credit Agreement, as updated pursuant to ANNEX F, there are no strikes or other labor disputes against Borrower or any of its Subsidiaries that are pending or, to Borrower's knowledge, threatened that would be a Material Adverse Event. Hours worked by and payment made to employees of Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters, except where such violations are not Material Adverse Events. All payments due from Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of Borrower or such Subsidiary, except in each case to the extent that a failure to pay or accrue such payment is not a Material Adverse Event. Except as set forth in such SCHEDULE 3.08, as of the Effective Date neither Borrower nor any of its Subsidiaries has any obligation under any collective bargaining agreement or any agreement providing for management services to be provided to Borrower, and a correct and complete copy of each agreement listed on such SCHEDULE 3.08 has been provided to the Administrative Agent. Except as set forth on Schedule 4.18such SCHEDULE 3.08, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) Effective Date there is no organizing activity involving Borrower or any of its Subsidiaries pending or, to Borrower's knowledge, threatened by any labor strikeunion or group of employees. Except as set forth in such SCHEDULE 3.08, slowdownas of the Effective Date there are no representation proceedings pending or, stoppage or lockout actually pending or to Borrower's knowledge, threatened against a Conveyed Entity with the National Labor Relations Board with respect to Borrower or any of its Subsidiaries; (ii) , and no union represents the labor organization or group of employees of a Conveyed Entity Borrower or any of its Subsidiaries; (iii) neither Subsidiaries has made a Conveyed Entity nor any of its Subsidiaries is a party to pending demand for recognition. Except as set forth on such SCHEDULE 3.08, there are no complaints or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted charges against any Conveyed Entity Borrower or any of its Subsidiaries pending or, to the Knowledge knowledge of the Shareholders and the Conveyed EntitiesBorrower, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges to be filed with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign court, governmental agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to arbitrator based on, arising out of, in connection with, or otherwise relating to any Conveyed Entity the employment or any termination of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf employment of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity individual by Borrower or any of its Subsidiaries, which if adversely determined would have be a Material Adverse EffectEvent.

Labor Matters. Except as set forth on Schedule 4.18, as None of the date hereofSellers or Transferred Subsidiaries has experienced any strike, stoppage, slowdown, material employee disruption, material grievance, claim of unfair labor practices, or other collective bargaining dispute with respect to the Business Employees within the past five (5) years. None of the Sellers or Transferred Subsidiaries has committed any material unfair labor practice. To the Knowledge of the Sellers, no organizational effort is presently being made or threatened by or on behalf of any labor union or other organized labor with respect to the Business Employees. None of the Sellers nor any of their Affiliates has received any written notification of, nor, to the Knowledge of the Shareholders and the Conveyed EntitiesSellers, (i) are there is no labor strike, slowdown, stoppage or lockout actually pending or threatened threatened, any material grievances, complaints or charges that have been filed against a Conveyed Entity any Seller or any of its Subsidiaries; Affiliates under any dispute resolution procedure (iiincluding any proceedings under any dispute resolution procedure under any collective bargaining agreement) no union represents with respect to the employees Business Employees that have not been dismissed. None of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity the Sellers nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries their Affiliates is, and or has at all times been, in compliance, in all material respects, with all applicable violation of any Laws respecting employment and employment practices, relating to terms and conditions of employment, wageslabor relations, hours of work wages and hours, equal employment opportunities, fair employment practices, immigration, and occupational health and safety and health, and is not engaged with respect to the Business Employees. No collective bargaining agreements are in effect or are currently being negotiated by any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity Seller or any of its Subsidiaries pending or, Affiliates with respect to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board Business Employees. There has been no “mass layoff” or “plant closing” (as defined by WARN) with respect to any similar state or foreign agency, which if adversely determined against any Conveyed Entity Seller or any of its SubsidiariesAffiliates within the past six (6) months. None of the Sellers nor any of their Affiliates has incurred any Liability under WARN, would have a Material Adverse Effect; (vi) there is no material grievance arising out of or any collective bargaining agreement similar foreign, state or other grievance procedure pending before any Governmental Authority; (vii) no material charges local Laws, that remains unsatisfied with respect to or relating to any Conveyed Entity the Business Employees. Schedule 4.21 of the Disclosure Letter sets forth a correct and complete list of all Business Employees whose employment was terminated by the Sellers or any of its Subsidiaries are pending before their Affiliates in the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; ninety (viii90) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through day period prior to the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no each such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectemployee’s work location.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (ia) there There is no labor strike, dispute, corporate campaign, slowdown, stoppage or lockout actually pending or pending, or, to the Knowledge of Seller, threatened against a Conveyed Entity or affecting Seller and during the past five years there has not been any of its Subsidiaries; such action. (iib) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries Seller is not a party to or bound by any collective bargaining or similar agreement with any labor organizationorganization or work rules or practices agreed to with any labor organization or employee association applicable to employees of Seller. (c) To the knowledge of Seller, no labor union has been certified by the National Labor Relations Board as bargaining agent for any of the employees of Seller; no written notice has been received from any labor union stating that it has been designated as the bargaining agent for any of said employees; and no petition has been filed by any labor union requesting an election to determine whether or not it is the exclusive bargaining agent for any of said employees. (ivd) each Conveyed Entity and each To the Knowledge of its Subsidiaries isSeller, and none of the employees of Seller is represented by any labor organization and, to the Knowledge of Seller, there have been no union organizing activities among the employees of Seller within the past five years, nor does any question concerning representation exist concerning such employees. (e) Seller has at all times been, in compliance, in all material respects, with all applicable Applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices practices, as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; Applicable Laws. (vf) there There is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries Seller pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesSeller, threatened before the National Labor Relations Board or any similar state or foreign agency. (g) Since the enactment of the WARN Act, which if adversely determined against (i) neither Parent nor Seller has effectuated a "plant closing" (as defined in the WARN Act) affecting any Conveyed Entity site of employment or one or more facilities or operating units within any site of its Subsidiariesemployment or facility of Parent or Seller, would have a Material Adverse Effect; (viii) there is no material grievance arising out has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of Parent or Seller, (iii) Parent or Seller has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, similar state, local or foreign agency responsible for the enforcement of labor Law or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; regulation and (ixiv) there are no complaints, lawsuits none of Parent or other proceedings pending or threatened Seller's employees has suffered an "employment loss" (as defined in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with WARN Act) during the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectsix-month period prior to the date hereof.

Labor Matters. (a) No Sellers or Non-Debtor Subsidiaries are parties to any labor or collective bargaining agreement with respect to their employees; no employees of Sellers or Non-Debtor Subsidiaries are represented by any labor organization; no labor organization or group of employees of Sellers or Non-Debtor Subsidiaries has made a pending demand for recognition or request for certification to Sellers or Non-Debtor Subsidiaries; and there are no representation or certification proceedings or petitions seeking a representation election presently pending or, to the Knowledge of Sellers, threatened, to be brought or filed with the National Labor Relations Board or other labor relations tribunal involving Sellers or Non-Debtor Subsidiaries. (b) There are no strikes, lockouts, work stoppages or slowdowns pending or, to the Knowledge of Sellers, threatened against or involving Sellers or Non-Debtor Subsidiaries. (c) Except as set forth on Schedule 4.183.15(c), as of the date hereofthere are no unfair labor practice charges, arbitrations, grievances or complaints pending or, to the Knowledge of Sellers, threatened in writing against Sellers or Non-Debtor Subsidiaries relating to the Shareholders and the Conveyed Entitiesemployment or termination of employment of any individual by Sellers or Non-Debtor Subsidiaries except those which, (i) there is no labor strike, slowdown, stoppage individually or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act aggregate, would not reasonably be expected to have a Material Adverse Effect. (d) Except as set forth on Schedule 3.15(c) and Schedule 3.22, there are no complaints, charges, administrative proceedings or other applicable Law, ordinance claims against Sellers or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Non-Debtor Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesSellers, threatened before the National Labor Relations Board in writing to be brought or filed with any similar state Governmental Entity based on or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of the employment by Sellers or Non-Debtor Subsidiaries of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, employee except those which, if adversely determined against any Conveyed Entity individually or any Subsidiaries thereof, in the aggregate would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws not reasonably be expected to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect. (e) Sellers and Non-Debtor Subsidiaries have not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state Laws, which remains unpaid or unsatisfied. (f) Except as set forth on Schedule 3.15(f) the employment of each employee of Sellers and Non-Debtor Subsidiaries is at-will. Schedule 3.15(f) lists all written (and includes a summary of all legally binding oral) employment and consulting agreements to which Sellers and Non-Debtor Subsidiaries are a party or by which they are bound. Complete and correct copies of the agreements or arrangements listed and summarized on Schedule 3.15(f) have been provided or made available to Purchaser.

Labor Matters. (a) Except as set forth on Schedule 4.18, SCHEDULE 5.14 as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, Effective Time (i) there no employee of any Borrower of any Subsidiary is represented by a labor union, no labor strike, slowdown, stoppage union has been certified or lockout actually pending or threatened against recognized as a Conveyed Entity or representative of any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries issuch employee, and no Borrower or Subsidiary has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of obligation under any collective bargaining agreement or other grievance procedure pending before agreement with any Governmental Authoritylabor union or any obligation to recognize or deal with any labor union, and there are no such contracts or other agreements pertaining to or which determine the terms or conditions of employment of any employee of any Borrower or Subsidiary thereof; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ixii) there are no complaints, lawsuits or other proceedings pending or threatened in representation campaigns, elections or proceedings; (iii) no Borrower has any forum by or on behalf knowledge of any present strikes, slowdowns or former employee work stoppages of a Conveyed Entity any kind, or threats thereof, and no such activities occurred during the 24-month period preceding the date hereof; (iv) no Borrower or Subsidiary has engaged in, admitted committing or been held to have committed any unfair labor practice; and (v) there are no controversies or grievances between any Borrower or Subsidiary and any of its Subsidiaries alleging breach employees or representatives thereof, except, in the case of this clause (v), for any express such controversies or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, grievances which, if adversely determined against any Conveyed Entity either individually or any of its Subsidiariesin the aggregate, would could not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on SCHEDULE 5.14, each of the Borrowers and their Subsidiaries has at all times complied in all material respects, and are in material compliance with, all applicable laws, rules and regulations respecting employment, wages, hours, compensation, benefits, and payment and withholding of taxes in connection with employment. (c) Except as set forth on SCHEDULE 5.14, the Borrowers and their Subsidiaries have at all times complied with, and are in compliance with, all applicable laws, rules and regulations respecting occupational health and safety, whether now existing or subsequently amended or enacted, including, without limitation, the Occupational Safety & Health Act of 1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as amended or superseded from time to time, and any common law doctrine relating to worker health and safety.

Labor Matters. Except as set forth on Schedule 4.18, as With respect to the ownership or operation of the date hereofOleander Station: (a) CPI, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity OPP and each of its Subsidiaries is, and has at all times been, the Sellers are in compliance, in all material respects, compliance with all applicable Applicable Laws respecting employment and employment practices, occupational health and safety, payroll taxes, accrued benefits, terms and conditions of employment, wages, hours of work employment and occupational safety wages and healthhours, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawthere are no claims pending, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Sellers' Knowledge, threatened in relation to any such matters; (b) As of the date hereof, Sellers and CPI have no Knowledge of any claim of representation by a third party of, or of any organizing drive by a third party seeking to represent, all or any portion of employees, working at the Shareholders Oleander Station, or representation petition concerning the workforce at the Oleander Station. (c) Sellers and CPI each represent that (i) neither they, nor any of their Affiliates, nor OPP, are a party to, or are bound by, any collective bargaining agreement with respect to any employees assigned to the Conveyed EntitiesOleander Station, threatened (ii) to their Knowledge, no present union organizing efforts are underway with respect to any such employees, and (iii) no claim has been made by any union as to the representation of any such employees; (d) On the Closing Date and thereafter, and except as set forth in this Agreement, neither OPP nor Purchasers will have any obligations or liability, whether funded or not funded, related to any Employee Benefit Plan with respect to any employees assigned to the Oleander Station at any time prior to the Closing Date; (e) Except as otherwise provided herein, neither OPP, nor CPI, nor Sellers, have made any commitments or representations to any Person regarding (i) employment at the Oleander Station after the Closing Date, (ii) any benefits to be provided by OPP or Purchasers or any Affiliate of Purchasers after the sale of the Oleander Station, or (iii) any other terms and conditions of employment by OPP or Purchasers or any Affiliate of Purchasers following the Closing Date. (f) Neither Sellers, nor CPI, nor OPP: (i) have received written notice of any unfair labor practice complaint against them pending before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectBoard; (viii) there is no material grievance arising out have received written notice that any petition in respect of employees who provide services at the Oleander Station has been filed with the National Labor Relations Board; (iii) within the past one-hundred eighty (180) days, have experienced any collective bargaining agreement primary work stoppage at the Oleander Station; or (iv) are a party to any contract or other grievance procedure pending before agreement with any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before labor union representing employees who provide services at the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectOleander Station.

Labor Matters. (a) Except as set forth on in Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, 5.25(a): (i) there the Seller is no labor strikenot a party to any outstanding employment agreements or contracts with officers or employees of the Business that are not terminable at will, slowdown, stoppage or lockout actually pending that provide for the payment of any bonus or threatened against a Conveyed Entity or any of its Subsidiariescommission; (ii) no union represents the Seller is not 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 a Conveyed Entity or any of its Subsidiariesthe Business (other than as required by law); and (iii) neither a Conveyed Entity nor any of its Subsidiaries the Seller is not a party to or bound by any collective bargaining agreement or similar agreement other labor union contract applicable to employees of the Business nor does the Seller know of any activities or proceedings of any labor union to organize any such employees. The Seller has furnished to the Buyer complete and correct copies of all such agreements (the “Employment and Labor Agreements”). The Seller has not breached or otherwise failed to comply with any labor organization; (iv) each Conveyed Entity and each provisions of its Subsidiaries isany Employment or Labor Agreement, and has at all times beenthere are no grievances outstanding thereunder. (i) To the best knowledge of the Seller, the Seller is in compliance, in all material respects, compliance with all applicable Laws respecting laws relating to employment and employment practices, wages, hours, and terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in each case relating to the National Labor Relations Act or other applicable Law, ordinance or regulationBusiness; (vii) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect(the “NLRB”) relating to the Business; (viiii) there is no labor strike, material grievance arising out slowdown or material work stoppage or lockout pending or, to the best knowledge of the Seller, threatened against or affecting the Business, and the Seller has not experienced any collective bargaining agreement strike, material slowdown or material work stoppage, lockout or other grievance procedure collective labor action by or with respect to employees of the Business; (iv) there is no representation claim or petition pending before the NLRB or any Governmental Authoritysimilar foreign agency and no question concerning representation exists relating to the employees of the Business; (viiv) there are no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are the Business pending before the Equal Employment Opportunity Commission or any other state, local or foreign agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; and (viiivi) neither a Conveyed Entity nor any of its Subsidiaries the Seller has received written notice, no notice from June 30, 1996 through the date hereof of the intent of any federalnational, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws of an intention to conduct an investigation with respect to or of the Seller relating to any Conveyed Entity or any of its Subsidiaries the Business, and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.

Labor Matters. Schedule 5.11 lists each collective bargaining agreement covering any of the Business Employees to which Seller is a party or is subject (each, a "Collective Bargaining Agreement"). Except as to the extent set forth on in Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities5.11, (i) there Seller is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, compliance with all Laws applicable Laws to the Business Employees respecting employment and employment practices, terms and conditions of employment, wages, hours and wages and hours; (ii) Seller has not received written notice of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries Seller pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or with respect to any of the Business Employees; (iii) Seller has not received notice that any representation petition respecting the Business Employees has been filed with the National Labor Relations Board; (iv) Seller is in compliance with the terms of and its Subsidiariesobligations under the Collective Bargaining Agreements, would have and has administered each Collective Bargaining Agreement in a Material Adverse Effectmanner consistent in all material respects with the terms and conditions of such Collective Bargaining Agreement; (v) no grievance or arbitration proceeding arising out of or under the Collective Bargaining Agreements is pending against Seller; and (vi) there is no material grievance arising out labor strike, slowdown, work stoppage, or lockout actually pending or, to Seller's Knowledge, threatened against Seller in respect of the Purchased Assets or the Business. Except for obligations to be assumed or undertaken by Buyer pursuant to Section 7.9, there are no employment, severance, or change in control agreements or contracts between Seller and any collective bargaining agreement Business Employee under which Buyer would have any liability. Seller has made <PAGE> available to Buyer a true, correct, and complete copy of each Collective Bargaining Agreement. Prior to the Closing Date, Seller has not engaged in any act in violation of the WARN Act, or in any act that requires notice or any other grievance procedure pending before any Governmental Authority; (vii) no material charges action on the part of Seller under the WARN Act, with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectBusiness.

Labor Matters. Except as set forth on Schedule 4.18, as of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and Seller has at all times been, in compliance, complied in all material respects, respects with all applicable Laws respecting provisions of all laws relating to the employment of labor, including the Worker Adjustment and Retraining Notification Act, and it has no liability for arrears of wages or taxes or penalties for failure to comply with such laws. Seller has provided Buyer with true, accurate and complete copies of all invention, confidentiality, noncompetition and similar agreements entered into between Seller and any current or former employees, independent contractors or consultants of Seller. To the knowledge of Seller and each Significant Stockholder, no such current or former employee, independent contractor or consultant of Seller is in violation of any such agreement. Neither Seller nor any Significant Stockholder has provided confidential information of Seller (including, without limitation, any confidential information pertaining to any of Seller's Intellectual Properties) to any current or former employee, independent contractor or consultant of Seller except pursuant to such an agreement. All of Seller's Intellectual Properties were created by (a) employees of Seller within the scope of their employment and employment practices, terms under written obligation to assign all of their inventions and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined rights in the National Labor Relations Act same to Seller or other applicable Law(b) by independent contractors under written obligation to assign all inventions and rights in the same to Seller. There are no material disputes, ordinance employee grievances or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries disciplinary actions pending or, to the Knowledge knowledge of the Shareholders Seller and the Conveyed Entitieseach Significant Stockholder, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or between Seller and any of its Subsidiaries, would have current or former employees. Seller is not a Material Adverse Effect; (vi) there is no material grievance arising out of party to any collective bargaining agreement or other grievance procedure pending before with any Governmental Authority; (vii) labor union, and has no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent knowledge of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum organizational efforts by or on behalf of any present labor union with respect to its employees. Except for any matters that will be fully performed, terminated or former employee expired as of the Closing with no further obligation on the part of Seller, Seller is not a Conveyed Entity or party to any of its Subsidiaries alleging breach of any express or implied management contract, employment contract or employment, any Law governing other contract providing for the employment or the termination thereof rendition of executive services that is not terminable without penalty by Seller on no more than 30 days' notice; or other discriminatorybonus, wrongful incentive, deferred compensation, severance pay, pension, profit-sharing, retirement, stock purchase, stock option, employee benefit or tortious conduct in connection with the employment relationshipsimilar plan, which, if adversely determined against any Conveyed Entity agreement or any of its Subsidiaries, would have a Material Adverse Effectarrangement that is not terminable without penalty by Seller or no more than 30 days' notice.

Labor Matters. (a) With respect, as applicable, to Benefit Plans and Benefit Arrangements: (i) Seller has delivered to Buyer summaries or descriptions of all Business Benefit Plans and Business Benefit Arrangements and copies of all employee manuals or handbooks containing personnel or employee relations policies covering Business Employees; (ii) Buyer will have no Liability with respect to any Business Benefit Plan or Business Benefit Arrangement, nor any other Employee Plan or other Benefit Plan currently or previously maintained by Seller or any ERISA Affiliate; (iii) Neither Seller nor any ERISA Affiliate has ever sponsored or maintained or had any liability (whether actual or contingent) with respect to any Pension Plan; (iv) There are no pending claims (other than routine benefit claims) or lawsuits that have been asserted or instituted by, against, or relating to, any Business Benefit Plans or Business Benefit Arrangements with respect to any Business Employees; (v) Except as set forth on Schedule 4.18in Section 3.8(a) of the Seller Disclosure Schedule, no Business Benefit Plan or Business Benefit Arrangement contains any provision or is subject to any law that would accelerate or vest any benefit or require severance, termination or other payments or trigger any liabilities as a result of the transactions this Agreement contemplates; Seller has not declared or paid any bonus or incentive compensation related to the transactions contemplated by this Agreement for which Buyer could have any obligation or Liability; and (vi) All group health plans of the Seller and its ERISA Affiliates comply and have complied with the requirements of Part 6 of Title I of ERISA ("COBRA"); and no current or former Business Employee (or beneficiary) is entitled to receive any benefits, including, without limitation, death or medical benefits (whether or not insured) beyond retirement or other termination of employment, other than as applicable law requires. (b) Prior to Closing Seller has delivered to Buyer an accurate list, as of the date hereof, to the Knowledge of the Shareholders all Business Employees and all employment agreements with such employees, and the Conveyed Entitiesrate of compensation (and the portions thereof attributable to salary, bonus, and other compensation respectively) of each such person as of (i) there is no labor strikeDecember 31, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; 2000 and (ii) no union represents the employees date of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries isthis Agreement. The list also shows totals accrued for vacation, sick leave, and incentive bonuses for all employees. (c) With respect to Business Employees and services providers to the Aerospace Business: (i) Except as set forth in Section 3.8(c) of the Seller Disclosure Schedule, Seller complies and has at all times been, in compliance, in all material respects, complied with all applicable Laws domestic and foreign laws respecting employment and employment practices, terms and conditions of employmentemployment and wages and hours, wagesincluding without limitation any such laws respecting employment discrimination, hours of work employee classification, unfair labor practices, workers' compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and healthhealth requirements and has complied with all employment agreements, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act no claims, controversies, investigations, or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries suits are pending or, to the Knowledge Seller's Knowledge, threatened with respect to such laws or agreements, either by private individuals or by governmental agencies; and all employees are at-will; (ii) No labor union represents or has ever represented Seller's employees and no collective bargaining agreement is or has been binding against Seller, and except as set forth in Section 3.8(c) of the Shareholders and Seller Disclosure Schedule, to Seller's Knowledge, no organizational efforts have ever occurred with respect to the Conveyed Entities, threatened before the National Labor Relations Board Business Employees. No grievance or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arbitration proceeding arising out of any or under collective bargaining agreement agreements or other grievance procedure employment relationships is pending, and no claims therefor exist or have, to Seller's Knowledge, been threatened; no labor strike, lock-out, slowdown, or work stoppage is or has ever been pending before any Governmental Authority; or threatened against or directly affecting Seller; (viiiii) To Seller's Knowledge, no material charges contractor, manufacturer, or supplier used by or under contract with Seller with respect to or the Aerospace Business is in material violation of any law relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws matters; and (iv) All persons who are or were performing services for the Aerospace Business and are or were classified as independent contractors do or did satisfy and have satisfied the requirements of law to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries be so classified, and no such investigation is in progress; Seller has fully and (ix) there are no complaints, lawsuits accurately reported their compensation on IRS Forms 1099 or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectapplicable tax forms for independent contractors when required to do so.

Labor Matters. (a) Except as set forth on Schedule 4.18, as of described in the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, Disclosure Statement: (i) there to the knowledge of Shareholders and Seller, no application or petition for certification of a collective bargaining agent is no labor strikepending and none of the employees of Seller engaged in the Business are, slowdownor during the last two (2) years have been, stoppage represented by any union or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiariesother bargaining representative; (ii) to the knowledge of Shareholders and Seller, during the last two (2) years, no union represents has attempted to organize any group of the employees of Seller engaged in the Business, and no group of the employees of Seller engaged in the Business has sought to organize themselves into a Conveyed Entity union or any similar organization for the purpose of its Subsidiariescollective bargaining; (iii) neither a Conveyed Entity nor any of its Subsidiaries during the last two (2) years there has not been and there is a party to or bound by any collective bargaining or similar agreement with not currently pending any labor organization; (iv) each Conveyed Entity and each arbitration or proceeding in respect of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions the grievance of employment, wages, hours of work and occupational safety and health, and is not any employee engaged in the Business, any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawapplication, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against filed by any Conveyed Entity employee or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before union with the National Labor Relations Board or any similar comparable state or foreign local agency, which if adversely determined against any Conveyed Entity strike, slowdown, picketing or work stoppage by any employees at the Facility, any lockout of any such employees or any of its Subsidiarieslabor trouble or other labor-related controversy, would have a Material Adverse Effectoccurrence or condition; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (viiiv) no material charges agreement restricts Seller from relocating or closing the Facility or any portion thereof; and (v) to the knowledge of Shareholders and Seller, no such agreement, action, proceeding or occurrence is threatened or contemplated by any person. (b) Except as described in the Disclosure Statement with respect to or relating the Business and the Facility, Seller has not been cited for violations of the Occupational Safety and Health Act of 1970, 29 U.S.C. sec. 651 et seq. ("OSHA"), any regulation promulgated pursuant to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission OSHA, or any other agency responsible for the prevention statute, ordinance, rule or regulation establishing standards of unlawful employment practicesworkplace safety, which, if adversely determined against or paid any Conveyed Entity fines or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation penalties with respect to or relating to any Conveyed Entity such citation. Except as described in the Disclosure Statement: (i) there have not been any inspections of the Facility by representatives of the Occupational Safety and Health Administration or any other government agency vested with authority to enforce any statute, ordinance, rule or regulation establishing standards of its Subsidiaries workplace safety; (ii) to the knowledge of Shareholders and Seller, no representative of any such investigation is in progressgovernment agency has attempted to conduct any such inspection or sought entry to the Facility for that purpose; (iii) Seller has been notified of any complaint or charge filed by any employee or employee representative with any such government agency which 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 or employee representative of the Business has requested that any such government agency conduct an inspection of the Facility to determine whether violations of OSHA or any other such statute, ordinance, rule or regulation may exist; and (ixv) there are no complaintsSeller doe not maintain any condition, lawsuits process, practice or other proceedings pending or threatened in any forum by or on behalf procedure at the Facility which would be deemed a material violation of any present or former employee of a Conveyed Entity OSHA or any other statute, ordinance, regulation or rule establishing standards on workplace safety. (c) Attached to the Disclosure Statement are true and correct copies of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or each OSHA Form No. 200 completed and maintained by Seller at the termination thereof or other discriminatory, wrongful or tortious conduct in connection with Facility for the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect.last two (2) years. 4.18

Labor Matters. (a) Except as set forth on Schedule 4.18in the Sellers Disclosure Schedules, as there are no trade unions, council of the date hereoftrade unions, employee bargaining agencies or affiliated bargaining agents representing, purporting to represent or, to the Knowledge of the Shareholders and the Conveyed Entitiesany Selling Party, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or attempting to represent any employees of any of its Subsidiaries; (ii) no union represents the Acquired Companies by way of certification, interim certification, voluntary recognition, or succession rights, or have applied or, to the Knowledge of any Selling Party, threatened to apply, to be certified as the bargaining agent of any employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor the Acquired Companies. To the Knowledge of any Selling Party, there has been no such attempt since January 1, 2000, and there are no threatened or pending union organizing activities involving any employees of any of its Subsidiaries is a party to the Acquired Companies. (b) There are no other labor or bound by any collective bargaining or similar agreement agreements in force with respect to employees of any of the Acquired Companies. Except as disclosed in the Sellers Disclosure Schedules, no Acquired Company is currently negotiating any labor organization; (iv) each Conveyed Entity and each or collective bargaining agreement in respect of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions employees of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries the Acquired Companies. (c) There are no grievances, charges, complaints or arbitrations pending or, to the Knowledge of the Shareholders and the Conveyed Entitiesany Selling Party, threatened before between any of the Acquired Companies and any of their respective employees which has had, or can reasonably be expected to have, a Material Adverse Effect or which relates to any specific effort to prevent, restrict or delay consummation of the Contemplated Transactions. Except as set forth in the Sellers Disclosure Schedules, since January 1, 2000, there has not occurred or, to the Knowledge of any Selling Party, been threatened, any strike, slowdown, picketing, work stoppage, lockout, concerted refusal to work overtime, claim of unfair labor practice or other similar labor activity with respect to employees of any of the Acquired Companies. (d) The Acquired Companies are in compliance in all material respects with all Laws respecting employment, including pay equity, wages and hours of work and occupational health and safety. None of the Acquired Companies are liable for any payment to any trust or other fund or to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the Ordinary Course of Business). None of the Acquired Companies or their respective Representatives have committed any unfair labor practices in connection with the operation of the respective business of the Acquired Companies, and except as set forth in the Sellers Disclosure Schedules, there is no grievance, charge or complaint pending or, to the Knowledge of any Selling Party, threatened, against any Acquired Company by the National Labor Relations Board or any similar comparable state or foreign agency. (e) There are no outstanding assessments, which if adversely determined against penalties, fines, Liens, charges, surcharges or other amounts due or owing pursuant to any Conveyed Entity or workplace safety and insurance legislation and no Acquired Company has been reassessed in any of its Subsidiariesmaterial respect under such legislation during the past three years and, would have a Material Adverse Effect; (vi) there is no material grievance arising out to the Knowledge of any collective bargaining agreement or other grievance procedure pending before Selling Party, no audit of any Governmental Authority; (vii) no material charges with respect to or relating Acquired Company is currently being performed pursuant to any Conveyed Entity or any of its Subsidiaries are pending before applicable workplace safety and insurance legislation. To the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent Knowledge of any federalSelling Party, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits claims or other proceedings pending or threatened in any forum by or on behalf potential claims which would reasonably be expected to materially adversely affect the accident cost experience of any present or former employee Acquired Company. (f) There are no charges pending under the Occupational Safety and Health Act of a Conveyed Entity or 1970, as amended, and all related legislation (“OSHA”). The Acquired Companies have complied in all material respects with any of its Subsidiaries alleging breach orders issued under OSHA, and there are no appeals of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectorders under OSHA currently outstanding.

Labor Matters. Except as set forth on in Schedule 4.18, as of the date 3.17 ------------- ------------- hereof, to the Knowledge of the Shareholders and the Conveyed Entities, : (i) there Seller is no labor strikenot a party to any employment agreements with employees that are not terminable at will, slowdownor that provide for the payment of any bonus or commission, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the Seller is not 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 a Conveyed Entity or any of its Subsidiaries; (other than as required by law), (iii) neither Seller is not a Conveyed Entity party to any collective bargaining agreement or other labor union contract nor does Seller know of any activities or proceedings of its Subsidiaries any labor union to organize any such employees, and (iv) Seller is not a party to or bound by subject to any collective bargaining conciliation agreements, consent decrees or similar agreement settlements with respect to Seller's business or its employees. Seller has furnished to Buyer complete and correct copies of all such agreements (the "Employment and -------------- Labor Agreements"). Seller has not breached or otherwise failed to ---------------- comply with any labor organization; provisions of the Employment and Labor Agreements, there are no grievances outstanding thereunder and all of such agreements are assignable to Buyer. Except as set forth in Schedule 3.17 hereof: (ivi) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, Seller is in compliance, in all material respects, ------------- compliance with all applicable Laws respecting laws relating to employment and employment practices, wages, hours, and terms and conditions of employmentemployment except where the failure to comply would not have a Material Adverse Effect, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (vii) there is no unfair labor practice charge or complaint asserted pending before the NLRB relating to Seller, or, to Seller's and ▇▇▇▇▇▇▇'▇ knowledge, threatened against any Conveyed Entity Seller, (iii) there is no labor strike, material slowdown or any of its Subsidiaries material work stoppage or lockout pending or, to the Knowledge of the Shareholders Seller's and the Conveyed Entities▇▇▇▇▇▇▇'▇ knowledge, threatened before the National Labor Relations Board against or affecting Seller, and Seller has not experienced any similar state strike, material slowdown or foreign agencymaterial work stoppage, which if adversely determined against any Conveyed Entity lockout or any other collective labor action by or with respect to employees of its SubsidiariesSeller, would have a Material Adverse Effect; (viiv) there is no material grievance arising out of any collective bargaining agreement representation, claim or other grievance procedure petition pending before the NLRB or any Governmental Authority; similar foreign agency and no question concerning representation exists relating to the employees of Seller, (viiv) there are no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are Seller pending before the Equal Employment Opportunity Commission or any other state, local or foreign agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; and (viiivi) neither a Conveyed Entity Seller nor any of its Subsidiaries ▇▇▇▇▇▇▇ has received written notice, notice from June 30, 1996 through the date hereof of the intent of any federalnational, state, local or foreign agency responsible for the enforcement of labor or employment Laws laws of an intention to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries it and no such investigation is in progress; . Seller has furnished Buyer with a complete and accurate list of all its employee manuals, policies, procedures and work-related rules (ix) there are no complaints, lawsuits "Employee Policies and Procedures"). Seller has provided Buyer -------------------------------- with a copy of all its written Employee Policies and Procedures and a written description of all unwritten Employee Policies and Procedures. Each of the Employee Policies and Procedures can be amended or other proceedings pending or threatened in any forum terminated at will by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectSeller.

Labor Matters. Except as set forth on Schedule 4.18(a) The Buyer agrees that from and after the Closing the Sold Companies, as the Subsidiaries and the Venture Entities shall be responsible for any notification required under the WARN Act or the Employment Standards Act, Ontario with respect to the Sold Companies, the Subsidiaries and the Venture Entities with respect to employment losses which occur after the Closing Date; provided that Buyer shall not cause any employment losses with respect to the Sold Companies and Subsidiaries within the ninety (90) days (16 weeks in Ontario) following the Closing where such employment losses would give rise to an obligation of the Sellers or the Sold Companies, Subsidiaries and the Venture Entities to have given any notification required under the WARN Act with the ninety (90) days (or the Employment Standards Act, Ontario with the sixteen (16) weeks) preceding the Closing. Each Seller agrees that between the date hereofhereof and the Closing Date or the earlier termination of this Agreement in accordance with its terms, it will cause the Sold Companies and the Subsidiaries and with respect to the Venture Entities, to the Knowledge extent the Sellers have the authority and control to do so, not to effect or permit a "plant closing" or "mass layoff" as these terms are defined in the WARN Act or "mass termination" as defined in the Employment Standards Act, Ontario with respect to any member of the Shareholders Sold Companies, the Subsidiaries and the Conveyed EntitiesVenture Entities without notifying the Buyer in advance and without complying with the notice requirements and all other provisions of the WARN Act or the Employment Standards Act, Ontario. The Sellers will also notify the Buyer of, and obtain its consent to, prior to the Closing, all layoffs and terminations at any "single site of employment" or "facility or operating unit within a single site of employment" that occur within ninety (90) days of the Closing and that, in the aggregate, exceed twenty percent (20%) of the workforce or 25 or more employees at either the "single site of employment" or a "facility or operating unit", which consent shall not be unreasonably withheld. The Buyer will take no action or make any statement prior to Closing that will obligate the Sellers to provide a group of employees with WARN notification or notice under the Employment Standards Act, Ontario. (b) The Sellers and the Buyer shall reasonably cooperate in connection with any required notification to, or any required consultation with, or the provision of documents and information to, the employees, employee representatives, work councils, unions, labor boards and relevant government agencies and governmental officials concerning the transactions contemplated by this Agreement with respect to non-U.S. Employees of any of the Sold Companies, the Subsidiaries and the Venture Entities so that such Persons may render advice as required in accordance with Law. (c) The parties agree that, in connection with the sale of stock pursuant to this Agreement (the "TRANSACTION"), the Sellers, Buyer and Sold Companies, Subsidiaries and Venture Entities shall comply with any and all obligations imposed under the National Labor Relations Act (the "NLRA"). With respect to each bargaining unit in which employees of the Sold Companies, Subsidiaries or Venture Entities are represented by a labor organization or labor organizations, Buyer agrees that the Sold Companies, Subsidiaries and Venture Entities as a result of the Transaction will satisfy the following requirements at the earliest time permitted by applicable Law: (i) there is no to recognize the labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiariesorganization as the bargaining representative for the employees within the existing bargaining unit; and (ii) no union represents to comply with, for the employees remainder of its stated term, the existing collective bargaining agreement between each such labor organization and the respective Sold Company, Subsidiary or Venture Entity, or to be bound by any other collective bargaining agreement(s) negotiated and entered into between the labor organization and the Sold Company, Subsidiary or Venture Entity establishing the terms and conditions of employment for bargaining unit employees. Should a dispute arise between any labor organization(s) and the Sellers, the Buyer and/or any Sold Companies, Subsidiaries or Venture Entities concerning compliance with any sale, successorship or similar provision contained in any existing collective bargaining agreement, the Sellers and/or the Buyer (whichever is appropriate) agree that the respective Sold Company, Subsidiary or Venture Entity will process the dispute under any applicable grievance and arbitration provisions of the collective bargaining agreement covering the dispute, provided that the dispute is the subject of a Conveyed Entity valid grievance filed in accordance with the terms of the applicable collective bargaining agreement. This SECTION 5.8(C) shall not prevent the Sellers, Buyer or any Sold Company, Subsidiary or Venture Entity from initiating or defending against any proceedings at any time before the NLRB or any court concerning any such dispute or other matters properly within the jurisdiction of its Subsidiariesthe NLRB or court; (iiinor shall this SECTION 5.8(C) neither a Conveyed Entity nor require the arbitration of any grievance that is not arbitrable under the applicable collective bargaining agreement or require the Buyer and/or any Sold Companies, Subsidiaries or Venture Entities, contrary to the parties' understanding of its Subsidiaries is a party applicable Law, to recognize any labor organization or comply with or be bound by any collective bargaining or similar agreement prior to the Closing Date. The Sellers and Buyer further agree that the Sellers will provide notice and the opportunity for bargaining with any labor organization; (ivorganization(s) each Conveyed Entity that represent employees of the Sold Companies, Subsidiaries or Venture Entities as may be required under applicable Law and each of its Subsidiaries is, and has at all times been, nothing in compliance, this agreement shall prevent or preclude such bargaining from taking place in all material respects, compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v. The phrase "existing collective bargaining agreement" for purposes of this SECTION 5.8(C) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any shall mean those collective bargaining agreements as set forth in SCHEDULE 3.12. The requirements of its Subsidiaries pending or, this SECTION 5.8(C) shall apply to Venture Entities only to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no extent that Buyer controls such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectentities.

Labor Matters. Except (a) Schedule 4.22 of the Disclosure Schedule contains a list as of the date of this Agreement of all Employees of the Company and each of the other Cronos Entities whose annual rate of base compensation exceeds $100,000 per year, along with the position and the annual rate of base compensation of each such Person. (b) No Cronos Entity is a party to any collective bargaining agreement with any labor organization relating to any employee of any Cronos Entity (as herein defined), except as set forth on Schedule 4.18, as 4.22 of the date hereof, Disclosure Schedule. (c) No Cronos Entity is the subject of any proceeding asserting that it has committed an unfair labor practice or is seeking to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party compel it to or bound by any collective bargaining or similar agreement bargain with any labor union or labor organization; . (ivd) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is There are no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge knowledge of the Shareholders and Company, threatened, labor strikes, disputes, walkouts, work stoppages, slow-downs or lockouts involving any Cronos Entity. (e) No Cronos Entity thereof has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out exclusive bargaining representative of any employee of a Cronos Entity; (f) No collective bargaining agreement or individual agreement relating to any Employee of a Cronos Entity is being negotiated, and all collective bargaining agreements, if any, relating to any such Employee have been duly ratified; (g) There is no pending or, to the knowledge of the Company, threatened, strike, slowdown, lock-out, work-stoppage, union organizing effort or other labor dispute, labor board proceeding, labor grievance procedure or arbitration proceeding, or administrative tribunal proceeding, involving any Employees of a Cronos Entity; (h) To the knowledge of the Company, no union organizational campaign or representation petition is currently pending before any Governmental Authority; (vii) no material charges or threatened with respect to or any Employees of a Cronos Entity; and (i) No collective bargaining agreement, if any, relating to any Conveyed Cronos Entity has expired or any is currently under negotiation. (j) Each of its Subsidiaries the Cronos Entities is in compliance with all applicable labor, employment, workplace safety and other similar laws except for instances of non-compliance that, individually or in the aggregate, are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would not reasonably likely to have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Company Material Adverse Effect.

Labor Matters. (a) Schedule 3.13(a)(1) lists all Employees by name, position, full-time or part-time status, date of hire, seniority or service credit date if different from initial date of hire, location of employment, exempt or non-exempt status under the Fair Labor Standards Act, exempt or non-exempt status under any applicable state Law relating to the payment of daily or weekly overtime, employment status (whether active or on leave of absence), base compensation (listing Employees paid by the hour at the Employee’s hourly rate and Employees paid by salary at the Employee’s annual salary rate), bonuses or commissions paid to such Employee during the twelve (12)-month period ended December 31, 2023, and accrued but unused vacation, sick or other paid leave. Schedule 3.13(a)(2) lists Independent Contractors currently engaged by any Group Company by name and either sets forth the hourly rate at which each Independent Contractor is engaged or, if the Contract sets forth the hourly rate, identifies the Contract pursuant to which such Independent Contractor is engaged. Except as set forth on Schedule 4.183.13(a)(3), as no Employee is on long-term disability leave or otherwise an inactive Employee. All Employees are employees at-will, and no Former Employee has any right to recall or reemployment. As of the date hereofof this Agreement, no Key Employee has given notice to the Knowledge Company or any Seller of his or her intention to resign from his or her employment with the Company. To the knowledge of the Shareholders Company, no Key Employee or group of Employees intends to resign from employment with the Company. (b) No Employees are represented by any labor organization or union, and no Group Company is a party to any collective bargaining agreement or other labor union contract applicable to any Employees of such Group Company. To the Conveyed Entitiesknowledge of the Company, there are not, and have not been since the Lookback Date, any activities or proceedings of any labor union to organize any Employees. Since the Lookback Date, there have not been and there are not any (i) there is no bargaining group or other collaborative strikes, work stoppages, slowdowns, lockouts, or arbitrations, or (ii) bargaining group or other collaborative material grievances or other labor strike, slowdown, stoppage or lockout actually disputes pending or threatened against a Conveyed Entity or involving any of its Subsidiaries; (ii) Group Company. There are no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined in practice charges, grievances, or complaints pending or, to the National Labor Relations Act knowledge of the Company, threatened by or other applicable Law, ordinance on behalf of any Employee or regulation; (v) there Former Employee. There is no unfair labor practice charge or complaint asserted against pending before any Conveyed Entity applicable Governmental Authority relating to any Group Company or any Employee or Former Employee. There is no representation claim or petition pending before any applicable Governmental Authority, and to the knowledge of its Subsidiaries the Company no question concerning representation exists relating to any of the Employees of any Group Company. (c) Except for the Change in Control Payments, no Group Company has paid nor will any Group Company be required, as a result solely of the consummation of the sale of the Units at the Closing contemplated by this Agreement, to pay any bonus, fee, distribution, remuneration, or other compensation to any Person (other than salaries, wages or bonuses paid or payable in the Ordinary Course of Business in accordance with current compensation levels as set out on Schedule 3.13(a)(1)). (d) Each Independent Contractor has been properly characterized as an independent contractor. (e) There are no complaints, charges or claims pending or threatened in writing or, to the Knowledge knowledge of the Shareholders Company, verbally against any Group Company that would reasonably be expected to be brought or filed, with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment, termination of employment, failure to employ, or any other employment action taken in relation to any individual. Each Group Company currently is, and has at all times since the Lookback Date been, in compliance in all material respects with all Laws relating to the employment of labor, including all such Laws relating to eligibility to legally be employed, wages, hours, classification of employees and independent contractors, break periods, seating, leave (paid or unpaid), sick leave, accommodation, reinstatement from leave, harassment or other training, use of consumer reports, WARN, collective bargaining, discrimination, harassment, retaliation, pay equity, employment equity, civil rights, safety and health, workers’ compensation, and the Conveyed Entities, threatened before the National Labor Relations Board or collection and payment of withholding and/or social security Taxes and any similar state Tax and is in compliance and has been in compliance in all material respects with all Contracts for employment or foreign agencyengagement as an independent contractor with Employees, which if adversely determined against any Conveyed Entity Former Employees, and Independent Contractors. There has been no “mass layoff” or any “plant closing” (as defined by WARN), reduction of its SubsidiariesEmployees’ hours by more than fifty percent (50%) (sufficient to trigger WARN), would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before layoff or employment action that would cause any Governmental Authority; (vii) no material charges notice to be provided or Liability under WARN with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before Group Company since the Equal Employment Opportunity Commission or any other agency responsible for Lookback Date. Since the prevention of unlawful employment practicesLookback Date, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would there have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are been no complaints, lawsuits charges or other proceedings claims pending or threatened in writing or, to the knowledge of the Company, verbally against any forum Group Company relating to any alleged or actual sexual harassment committed by or on behalf any Employee. (f) Each Group Company has paid all salaries and wages, bonuses and all other amounts due and owed to its Employees and Former Employees as of the last scheduled payroll date. (g) No Group Company is engaged in any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof Proceeding or other discriminatorymaterial dispute with any Independent Contractor. The Company has not received any written or, wrongful to the knowledge of the Company, oral complaint or tortious conduct in connection with other correspondence from any Independent Contractor providing services which are material to any Group Company, of: (i) the employment termination, cancellation, substantial reduction of such Independent Contractor’s business relationship, whichor its intent to materially and adversely change the terms (whether related to payment, if price or otherwise) with any Group Company, or (ii) such Independent Contractor’s intention to terminate or materially and adversely determined against alter the extent of such Independent Contractor’s business relationship with any Conveyed Entity Group Company. (h) Each Group Company is in material compliance with all immigration Laws, including Form I-9 requirements. Each Employee is (i) a United States citizen; (ii) a United States national; (iii) a lawful permanent resident of the United States; or (iv) an alien authorized to work in the United States for any of its SubsidiariesUnited States employer. Each Group Company has completed a Form I-9 (Employment Eligibility Verification) for each current Employee, would have a Material Adverse Effectand each such Form I-9 has since been updated as required by applicable Law and is correct and complete. Where required by applicable Law, each Group Company has complied with any applicable mandatory E-Verify obligations with respect to current Employees.

Labor Matters. Except as set forth on Schedule 4.18, The Company has provided Buyer with an accurate and complete list of all employees of the Acquired Companies as of the date hereofof this Agreement (collectively, the “Employees”), including each such employee’s name, title, employing entity, and present annual base salary or base wage rate and cash bonus and commission opportunities. There are no collective bargaining, labor union or similar labor-related agreements currently in existence or being negotiated by any Acquired Company to which an Acquired Company is or may become a party or by which any of them is or may become bound. To the Company’s Knowledge, there are no organizational campaigns, petitions, or other unionization activities seeking to authorize representation of any Employee. No labor organization has been certified or recognized as the representative of any of the Employees. In the two (2) years prior to the Knowledge date of the Shareholders and the Conveyed Entitiesthis Agreement, (i) there is no labor has not been any strike, slowdown, picketing, work stoppage or lockout actually unfair labor practice with respect to any Employees. There are no unfair labor practice or other material labor dispute charges or complaints pending or or, to Company’s Knowledge, threatened against any Acquired Company with respect to the Employees. In the two (2) years prior to the date of this Agreement, no Acquired Company has effectuated (a) a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices “plant closing” as defined in the National Labor Relations WARN Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any Acquired Company or (b) a “mass layoff” as defined in the enforcement WARN Act (or any similar state, local or foreign law) affecting any site of labor employment or employment Laws to conduct an investigation with respect to or relating facility of any Acquired Company. Each individual providing services to any Conveyed Entity Acquired Company has been properly characterized as an employee or any of its Subsidiaries non-employee and no such investigation is in progress; and (ix) there are no complaintsAcquired Company has any liability or obligations, lawsuits or other proceedings pending or threatened in any forum by including under or on behalf account of any present Employee Benefit Plan, arising out of the hiring or former employee retention of a Conveyed Entity persons to provide services to any Acquired Company and treating such persons as employees or any non-employees of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectsuch Acquired Company.

Labor Matters. (a) Except as set forth on Schedule 4.18, as of described in the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, Disclosure Statement: (i) there to the knowledge of Shareholder and Sellers, no application or petition for certification of a collective bargaining agent is no labor strikepending and none of the employees of either Seller engaged in the Business are, slowdownor during the last two (2) years have been, stoppage represented by any union or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiariesother bargaining representative; (ii) to the knowledge of Shareholder and Sellers, during the last two (2) years, no union represents has attempted to organize any group of the employees of either Seller engaged in the Business, and no group of the employees of either Seller engaged in the Business has sought to organize themselves into a Conveyed Entity union or any similar organization for the purpose of its Subsidiariescollective bargaining; (iii) neither a Conveyed Entity nor any of its Subsidiaries during the last two (2) years there has not been and there is a party to or bound by any collective bargaining or similar agreement with not currently pending any labor organization; (iv) each Conveyed Entity and each arbitration or proceeding in respect of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions the grievance of employment, wages, hours of work and occupational safety and health, and is not any employee engaged in the Business, any unfair labor practices as defined in the National Labor Relations Act or other applicable Lawapplication, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against filed by any Conveyed Entity employee or any of its Subsidiaries pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened before union with the National Labor Relations Board or any similar comparable state or foreign local agency, which if adversely determined against any Conveyed Entity strike, slowdown, picketing or work stoppage by any employees at the Facility, any lockout of any such employees or any of its Subsidiarieslabor trouble or other labor-related controversy, would have a Material Adverse Effectoccurrence or condition; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (viiiv) no material charges agreement restricts either Seller from relocating or closing the Facility or any portion thereof; and (v) to the knowledge of Shareholder and Sellers, no such agreement, action, proceeding or occurrence is threatened or contemplated by any person. (b) Except as described in the Disclosure Statement with respect to or relating the Business and the Facility, neither Seller has been cited for violations of the Occupational Safety and Health Act of 1970, 29 U.S.C. sec. 651 et seq. ("OSHA"), any regulation promulgated pursuant to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission OSHA, or any other agency responsible for the prevention statute, ordinance, rule, or regulation establishing standards of unlawful employment practicesworkplace safety, which, if adversely determined against or paid any Conveyed Entity fines or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation penalties with respect to or relating to any Conveyed Entity such citation. Except as described in the Disclosure Statement: (i) there have not been any inspections of the Facility by representatives of the Occupational Safety and Health Administration or any other government agency vested with authority to enforce any statute, ordinance, rule or regulation establishing standards of its Subsidiaries workplace safety; (ii) to the knowledge of Shareholder and Sellers, no representative of any such investigation is in progressgovernment agency has attempted to conduct any such inspection or sought entry to the Facility for that purpose; (iii) neither Seller has been notified of any complaint or charge filed by any employee or employee representative with any such government agency which alleges that either Seller has violated OSHA or any other statute, ordinance, rule or regulation establishing standards of workplace safety; (iv) neither Seller has been notified that any employee or employee representative of the Business has requested that any such government agency conduct an inspection of the Facility to determine whether violations of OSHA or any other such statute, ordinance, rule or regulation may exist; and (ixv) there are no complaintsneither Seller maintains any condition, lawsuits process, practice or other proceedings pending or threatened in any forum by or on behalf procedure at the Facility which would be deemed a material violation of any present or former employee of a Conveyed Entity OSHA or any other statute, ordinance, regulation or rule establishing standards or workplace safety. (c) Attached to the Disclosure Statement are true and correct copies of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or each OSHA Form No. 200 completed and maintained by Sellers at the termination thereof or other discriminatory, wrongful or tortious conduct in connection with Facility for the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse Effectlast two (2) years.

Labor Matters. (a) Except as set forth on Schedule 4.184.9(a) attached hereto, as the Employees listed on Schedule 1.24 include all Seller's current employees who have devoted substantially all of their time during the date hereofimmediately preceding ninety (90) day period designing, developing, manufacturing, marketing, selling or servicing the Products. The Consultants listed on Schedule 1.16 include all the current independent contractors and other individuals who are supplied by third parties to perform consulting services to Seller who have devoted at least 50% of their time during the immediately preceding ninety (90) day period designing, developing, manufacturing, marketing, selling or servicing the Products. (b) To Seller's Knowledge, Seller is in compliance with respect to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage Employees with all currently applicable Laws or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party Decrees with respect to or bound by any collective bargaining or similar agreement with any labor organization; (iv) each Conveyed Entity and each of its Subsidiaries isaffecting employment, and has at all times been, discrimination in compliance, in all material respects, with all applicable Laws respecting employment and employment practicesemployment, terms and conditions of employment, wages, hours of work and occupational safety and healthhealth and employment practices, and is not engaged in any unfair labor practices as defined in practice. Seller has not received any written notice from any Governmental Entity and, to the National Labor Relations Act Knowledge of Seller, there has not been asserted before any Governmental Entity, any current claim, action or other applicable Law, ordinance or regulation; (v) proceeding to which Seller is a party relating to the Employees and there is neither pending nor, to the Knowledge of Seller, has there been threatened in writing, any investigation or hearing to which Seller is a party relating to the Employees arising out of or based upon any such Laws or Decrees. There is no unfair labor practice charge pending claim against Seller relating to the Employees under any workers' compensation plan or complaint asserted against statute. Seller is in material compliance with and not in material violation of any Conveyed Entity agreements and/or arrangements with any Consultant. (c) Except as set forth on Schedule 4.9(c) attached hereto, Seller has not given to or received from any Employee notice of termination of employment with an effective date on or after the Closing Date. Other than as described on Schedule 4.9(c), the consummation of the transactions contemplated in this Agreement will not entitle any Employee to any severance pay, unemployment compensation or any similar type of its Subsidiaries pending other payment. Seller is not a party to, bound by or obligated under any labor, collective bargaining, union or similar agreements or arrangements with respect to the Employees. There is not occurring or, to the Knowledge of Seller, threatened, any strike, slow-down, picket, work stoppage or other concerted action by any union or other group of employees or other persons against the Shareholders and the Conveyed EntitiesBusiness. To Seller's Knowledge, threatened before the National Labor Relations Board (i) there has been no union or any similar state other labor organization or foreign agency, which if adversely determined against any Conveyed Entity or attempt to organize any of its Subsidiariesthe Employees during the two (2) year period preceding the date hereof, would have a Material Adverse Effect; (viii) such an effort is not pending, and (iii) there is no material grievance arising out has not been any discussions of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges sort regarding such with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity or any of its Subsidiaries, would have a Material Adverse EffectEmployees.

Labor Matters. (a) The Company has made available a materially correct and complete list of all current employees (without listing the names of the current employees) of the Company and its Subsidiaries, as of a date no earlier than thirty (30) days prior to the date of this Agreement, listing (i) primary work location, (ii) the entity that employs them, (iii) job title, (iv) status as full-time or part-time, (v) classification by the Company or its Subsidiaries, as applicable, as exempt or non-exempt under applicable wage and hour Laws, (vi) the rate of their base hourly, base salary or other base pay, and (vii) union affiliation, if applicable. Except as set would not reasonably be expected to be material, the Company represents that such list remains substantially correct and complete as of the date of this Agreement. (b) Section 3.12(b) of the Company Disclosure Schedule sets forth on Schedule 4.18a true and complete list, as of the date hereofof this Agreement, of each collective bargaining agreement or similar written agreement with a labor union, works council or similar employee representative body to which the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage Company or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party (collectively, the “Collective Bargaining Agreements”), and the Company has made available to or bound by Parent true and complete copies thereof. Neither the Company nor any collective bargaining or similar agreement of its Subsidiaries has an obligation to bargain with any labor organization; (iv) each Conveyed Entity and each organization or union outside of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined the obligations in the National Labor Relations Act Collective Bargaining Agreements or other applicable Law, ordinance or regulation; . (vc) there is There are no unfair labor practice charge charges or complaint asserted against any Conveyed Entity material labor arbitrations or any material grievances not in the ordinary course of its Subsidiaries business pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesCompany, threatened in writing before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined arbitrator against any Conveyed Entity the Company or any of its Subsidiaries. (d) Except as set forth on Section 3.12(d) of the Company Disclosure Schedule, would since the Lookback Date, (1) to the Knowledge of the Company, no union organizing activities have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges been underway or, to the Company’s Knowledge, threatened with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof employees of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity Company or any of its Subsidiaries and no such investigation is in progress; their employment with the Company and its Subsidiaries, and (ix2) there are have been no complaintsmaterial labor strikes, lawsuits slowdowns, work stoppages, lockouts, or other proceedings similar material labor disputes or disruptions pending or or, to the Knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employment, any Law governing employment or against the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity Company or any of its Subsidiaries. (e) Each of the Company and its Subsidiaries is, and since the Lookback Date has been, in compliance with all Laws governing or concerning labor and employment, including all Laws regarding labor relations, unions, collective bargaining, conditions of employment, employment discrimination and harassment, worker classification (including the proper classification of workers as independent contractors and consultants and classification as employees as exempt or non-exempt), wages, hours and occupational safety and health, immigration, background checks, hiring, authorization to work, layoffs, record retention, notice, leaves of absence, sick time, terminations and disability rights and benefits, except for instances of noncompliance that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (f) Except as set forth on Section 3.12(f) of the Company Disclosure Schedule, since the Lookback Date, neither the Company nor its Subsidiaries have a Material Adverse Effectimplemented any “plant closing” or “mass layoff” (in each case, as defined under the WARN Act), and no such actions are planned.

Labor Matters. Except as set forth on Schedule 4.18, as (a) None of the date hereof, to the Knowledge of the Shareholders and the Conveyed Entities, (i) there is no labor strike, slowdown, stoppage Wise or lockout actually pending or threatened against a Conveyed Entity or any of its Subsidiaries; (ii) no union represents the employees of a Conveyed Entity or any of its Subsidiaries; (iii) neither a Conveyed Entity nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar labor agreement with respect to its employees with any labor organization; (iv) each Conveyed Entity , group or association and each has not experienced any attempt by organized labor or its representatives to make Wise or any of its Subsidiaries isconform 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 Wise or any of its Subsidiaries. There is no unfair labor practice charge or complaint against Wise or any of its Subsidiaries pending before the National Labor Relations Board or any other governmental agency arising out of the activities of Wise or any of its Subsidiaries; and Wise and Sellers have no knowledge of any facts or information which would give rise thereto; there is no labor strike or labor disturbance pending or, to the knowledge of Wise or Sellers, threatened against Wise or any of its Subsidiaries nor is any grievance currently being asserted against it; and none of Wise or any of its Subsidiaries has at all times beenexperienced a work stoppage or other labor difficulty. There are no material controversies pending or, to the knowledge of Wise and Sellers, threatened between Wise or any of its Subsidiaries and any of their employees. (b) Wise and its Subsidiaries are in compliance, in all material respects, compliance with all applicable Laws Regulations respecting employment and employment practices, terms and conditions of employment, wageswages and hours, hours equal employment opportunity, and the payment of work social security and occupational safety and healthsimilar taxes, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, ordinance or regulation; (v) there is no unfair labor practice charge or complaint asserted against any Conveyed Entity practice. None of Wise or any of its Subsidiaries pending or, is liable for any claims for past due wages or any penalties for failure to the Knowledge comply with any of the Shareholders and the Conveyed Entities, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity or any foregoing. (c) None of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity Wise or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission has entered into any severance or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with similar arrangement in respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee that will result in any obligation (absolute or contingent) of a Conveyed Entity ICOA or Wise or any of its Subsidiaries alleging breach to make any payment to any present or former employee following termination of employment. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in the acceleration or vesting of any express other rights of any Person to benefits under any Employee Plans. (d) Wise has provided ICOA with a list of the names of all present employees of Wise and its Subsidiaries and their current salary or implied contract or employment, any Law governing employment or the termination thereof or hourly wages and other discriminatory, wrongful or tortious conduct in connection with the employment relationship, which, if adversely determined against any Conveyed Entity compensation payable by Wise or any of its Subsidiaries. Except as set forth in Section 3.18(d) of the Wise Disclosure Schedule, would have a Material Adverse Effectand except as provided by law, the employment of all persons presently employed or retained by Wise and its Subsidiaries is terminable at will, at any time and without advance notice.

Labor Matters. (a) Section 4.18(a) of the Washington Disclosure Schedules sets forth a list of each Washington Collective Bargaining Agreement to which Washington (or a Subsidiary thereof) is a party or by which Washington (or a Subsidiary thereof) is bound. Except as for the Washington Collective Bargaining Agreements set forth on Schedule 4.18, as Section 4.18(a) of the date hereofWashington Disclosure Schedules, no employee of Washington or its Subsidiaries is subject to or covered by any other Washington Collective Bargaining Agreement with respect to his or her services to Washington or its Subsidiaries. Washington has provided to Georgia a true and complete copy of each such Washington Collective Bargaining Agreement. (b) Except as would not be or reasonably be expected to be, individually or in the Knowledge of the Shareholders aggregate, material to Washington and the Conveyed Entitiesits Subsidiaries, taken as a whole, (i) there is no labor strike, slowdown, stoppage or lockout actually pending organizational effort currently being made or threatened against a Conveyed Entity by, or on behalf of, any labor union to organize any employees of Washington or its Subsidiaries; , (ii) no union represents the demand for recognition of any employees of a Conveyed Entity Washington or its Subsidiaries has been made by, or on behalf of, any of its Subsidiaries; labor union and (iii) neither since January 31, 2024, there have been no strikes, lockouts, material grievances or other material labor disputes with respect to any employees of Washington or its Subsidiaries, and to the Knowledge of Washington, none are threatened. (c) Except as would not be or reasonably be expected to be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a Conveyed Entity nor any whole, to the Knowledge of Washington, Washington and its Subsidiaries is a party to or bound by any collective bargaining or similar agreement have been since January 31, 2024 and are in compliance with any labor organization; (ivi) each Conveyed Entity and each of its Subsidiaries is, and has at all times been, in compliance, in all material respects, with all applicable Laws respecting employment regarding labor, employment, and employment practices, terms and conditions of (ii) all material obligations under any employment agreement, consulting agreement, severance agreement, Washington Collective Bargaining Agreement or any other employment-related agreement. (d) Except as would not be or reasonably be expected to be, wages, hours of work and occupational safety and health, and is not engaged in any unfair labor practices as defined individually or in the National Labor Relations Act or other applicable Lawaggregate, ordinance or regulation; (v) material to Washington and its Subsidiaries, taken as a whole, there is are no unfair labor practice charge or complaint asserted against any Conveyed Entity or any of its Subsidiaries Proceedings pending or, to the Knowledge of the Shareholders and the Conveyed EntitiesWashington, threatened before the National Labor Relations Board or any similar state or foreign agency, which if adversely determined against any Conveyed Entity Washington (or any of its Subsidiaries, would have a Material Adverse Effect; (vi) there is no material grievance arising out of any collective bargaining agreement or other grievance procedure pending before any Governmental Authority; (vii) no material charges with respect to or relating to any Conveyed Entity or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, which, if adversely determined against any Conveyed Entity or any Subsidiaries thereof, would have a Material Adverse Effect; (viii) neither a Conveyed Entity nor any of its Subsidiaries has received written notice, from June 30, 1996 through the date hereof of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws to conduct an investigation with respect to or relating to any Conveyed Entity or any of its Subsidiaries and no such investigation is in progress; and (ix) there are no complaints, lawsuits or other proceedings pending or threatened in any forum by or on behalf of any present or former employee of a Conveyed Entity or any of its Subsidiaries alleging breach of any express or implied contract or employmentemployment contract, violation of any Law governing employment labor, employment, or the termination thereof terms and conditions of employment, or any other discriminatorywrongful, wrongful unlawful or tortious conduct on the part of Washington or its Subsidiaries in connection with an employment or service relationship. (e) To the employment relationshipKnowledge of Washington, whichsince January 31, if adversely determined 2024, (i) no allegations of sexual harassment, sexual assault, or sexual misconduct have been made against any Conveyed Entity current officer, director, or executive of Washington or any of its Subsidiaries, would and (ii) Washington and its Subsidiaries have a Material Adverse Effectpromptly, thoroughly, and impartially investigated all allegations of sexual harassment or discriminatory harassment of which Washington is or was aware and have taken all reasonable and necessary corrective actions with respect to such allegations that are reasonably calculated to prevent further discrimination and harassment with respect to each allegation with potential merit.